DRS/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

[X]	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[  ]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended_________________
OR
[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________________ to _________________
OR
[  ]	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	Date of event requiring this shell company report:

Commission file number:

TORM plc

(Exact name of Registrant as specified in its charter)

(Translation of Registrant's name into English)

England and Wales

(Jurisdiction of incorporation or organization)

Birchin Court, 20 Birchin Lane, London, EC3V 9DU, United Kingdom

(Address of principal executive offices)

Jacob Meldgaard, Chief Executive Office, Tuborg Havnevej 18, DK-2900 Hellerup, Denmark,

+45 39 17 92 00

(Name, Telephone, E-mail and/or Facsimile, and address of Company Contact Person)

Securities registered or to be registered pursuant to section 12(b) of the Act.

Title of each class	Name of each exchange on which registered
Class A common shares, par value $0.01 per share	Nasdaq Global Select Market

Securities registered or to be registered pursuant to section 12(g) of the Act.

NONE

(Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

NONE

(Title of class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: As of the date of this registration statement on Form 20-F there were 62,298,846 of the Registrant's Class A common shares outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☐

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No                  ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth Company.  See the definitions of "large accelerated filer," "accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer  ☐
Non-accelerated filer   ☒	Emerging growth company ☒
(Do not check if a smaller reporting company)

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.     ☐

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

[  ]	U.S. GAAP
[X]	International Financial Reporting Standards as issued by the international Accounting Standards Board
[  ]	Other

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 ☐  Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☐

TABLE OF CONTENTS

		Page
PART I
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	2
ITEM 4.	INFORMATION ON THE COMPANY	36
ITEM 4A.	UNRESOLVED STAFF COMMENTS	60
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	61
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	94
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	103
ITEM 8.	FINANCIAL INFORMATION	105
ITEM 9.	THE OFFER AND LISTING	106
ITEM 10.	ADDITIONAL INFORMATION	109
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	144
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	145
PART II
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	146
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	146
ITEM 15.	CONTROLS AND PROCEDURES	146
ITEM 16.	RESERVED	146
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT.	146
ITEM 16B.	CODE OF ETHICS	146
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	146
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	146
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	146
ITEM 16F.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	146
ITEM 16G.	CORPORATE GOVERNANCE	146
PART III
ITEM 17.	FINANCIAL STATEMENTS	147
ITEM 18.	FINANCIAL STATEMENTS	147
ITEM 19.	EXHIBITS	147

-i-

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this registration statement pertaining to our operations, cash flows and financial position, including, in particular, the likelihood of our success in developing and expanding our business, include forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," "projects," "forecasts," "may," "should" and similar expressions are forward-looking statements.

All statements in this registration statement that are not statements of either historical or current facts are forward-looking statements. Forward-looking statements include, but are not limited to, such matters as:

· our future operating or financial results;

· global and regional economic and political conditions, including piracy;

· our pending vessel acquisitions, our business strategy and expected capital spending or operating expenses, including dry-docking and insurance costs;

· statements about shipping market trends, including charter rates and factors affecting supply and demand;

· our financial condition and liquidity, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and other general corporate activities;

· our ability to enter into time charters after our current charters expire and our ability to earn income in the spot market; and

· our expectations of the availability of vessels to purchase, the time it may take to construct new vessels, and vessels' useful lives.

Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to risks and uncertainties that are described more fully in Item 3. "Key Information—A. Risk Factors." Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. Factors that might cause future results to differ include, but are not limited to, the following:

· changes in governmental rules and regulations or actions taken by regulatory authorities;

· changes in economic and competitive conditions affecting our business, including market fluctuations in charter rates and charterers' abilities to perform under existing time charters;

· potential liability from future litigation and potential costs due to environmental damage and vessel collisions;

· the length and number of off-hire periods and dependence on third-party managers; and

· other factors discussed in Item 3. "Key Information—A. Risk Factors" in this registration statement.

You should not place undue reliance on forward-looking statements contained in this registration statement because they are statements about events that are not certain to occur as described or at all. All forward-looking statements in this registration statement are qualified in their entirety by the cautionary statements contained in this registration statement. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.

Except to the extent required by applicable law or regulation, we undertake no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this registration statement or to reflect the occurrence of unanticipated events.

EXPLANATORY NOTE AND PRESENTATION OF OUR FINANCIAL AND OPERATING DATA

Unless otherwise indicated, the terms "TORM plc," "we," "us," "our," the "Company" and the "Group" refer to TORM plc and its consolidated subsidiaries, which includes TORM A/S and its consolidated subsidiaries, following the closing of the Exchange Offer (defined below). When used herein to describe events prior to the closing of the Exchange Offer, the terms "TORM A/S," "we," "us," "our," the "Company" and the "Group" refer to TORM A/S and its consolidated subsidiaries before such time. References to "Former TORM A/S" refer to TORM A/S and its consolidated subsidiaries prior to the Combination (defined below).

Unless otherwise indicated, all information in this registration statement gives effect to the 1,500:1 share consolidation that TORM A/S implemented with effect as of September 24, 2015. Unless otherwise indicated, all references to "U.S. dollars," "USD," "dollars," "US$" and "$" in this registration statement are to the lawful currency of the United States of America, references to "Sterling", "£" and "GBP" are to the lawful currency of the United Kingdom, references to "Danish Kroner," and "DKK" are to the lawful currency of Denmark and references to "Japanese Yen," "¥" and "JPY" are to the lawful currency of Japan. We use the term deadweight ton, or dwt, in describing the size of vessels. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry.

On March 27, 2015, TORM A/S, a company organized under the laws of Denmark, Oaktree Capital Management L.P., or Oaktree, and certain of TORM A/S' lenders entered into a restructuring agreement to recapitalize TORM A/S. The agreement included a mandatory and an optional debt cancellation of a part of TORM A/S' debt and required OCM Njord Holdings S.à r.l., or Njord Luxco, a subsidiary of Oaktree, to contribute OCM (Gibraltar) Njord Midco Ltd., or Njord, to TORM A/S in exchange for shares in TORM A/S. We refer to this transaction as the "Combination". The Combination was completed on July 13, 2015, the date on which Njord was transferred to TORM A/S, and comprised a part of a series of transactions, discussed more fully herein, which together we refer to as the "2015 Restructuring." We refer to the consummation of the 2015 Restructuring on July 13, 2015 as the Restructuring Completion Date.

The Combination was accounted for as a reverse acquisition, based on guidance in IFRS 3 "Business Combinations," under the acquisition method of accounting, with Njord considered to be the accounting acquirer of TORM A/S and the continuing reporting entity, though TORM A/S continued as the legal entity (we refer to Njord and Former TORM A/S, including their respective subsidiaries, together as the "Combined Group"). This was largely due to the fact that following the acquisition, Njord Luxco held 62% of the voting rights in TORM A/S (excluding the additional voting rights associated with the TORM A/S C shares, which relate to election and dismissal of members of our Board of Directors and certain amendments to our Articles of Association), was exposed to variable returns from involvement with the Combined Group and had the ability to use its control to affect the amount of the Group's return.

On April 15, 2016, a new corporate structure was established, whereby TORM plc effectively acquired all of the outstanding A shares of TORM A/S (referred to herein as Danish A shares) in exchange for TORM plc's securities. A total of 97.6% of TORM A/S' shareholders exchanged their shareholdings to TORM plc, and TORM plc acquired the remaining 2.4% shares from TORM A/S' minority shareholders in a statutory squeeze-out transaction under the Danish Companies Act for a total cash consideration of approximately $19 million. In addition and in connection with the exchange of the Danish A shares, all TORM A/S warrant holders exchanged their warrants on a one-for-one basis for warrants of TORM plc. We refer to these transactions collectively as the "Exchange Offer." On April 19, 2016, upon the closing of the Exchange Offer and the listing of TORM plc's Class A common shares on Nasdaq Copenhagen A/S in Denmark, or Nasdaq Copenhagen, TORM plc became the Group's publicly-held parent company incorporated under the laws of England and Wales. We refer to this as the "Redomiciliation." The Redomiciliation was accounted for as an internal reorganization of entities under common control and, therefore, the assets and liabilities of TORM A/S were accounted for at their historical cost basis and not revalued in the transaction. 

Shares of TORM plc are issued and traded on Nasdaq Copenhagen under the symbol "TRMD A." All commercial and technical management of the Company's fleet of product tankers is led out of the Denmark office of TORM A/S and the Company's subsidiaries in India, the Philippines, the United States and Singapore. See Item 4. "Information on the Company."

Following the effectiveness of this registration statement and the approval of our listing application, we expect that our Class A common shares will be listed and traded on both the Nasdaq Global Select Market, or NASDAQ and Nasdaq Copenhagen. In addition, we will be subject to U.S. Securities and Exchange Commission, or SEC, reporting requirements, the mandates of the Sarbanes-Oxley Act of 2002, as amended, or Sarbanes-Oxley, the applicable corporate governance rules of NASDAQ, the UK Corporate Governance Code, the UKLA's Disclosure and Transparency Rules and the applicable rules and regulations applicable to companies admitted to trading and official listing on Nasdaq Copenhagen. We report our consolidated financial results in U.S. dollars and in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, which also comply with reporting requirements under English law.

Accordingly, this document includes the historical financial statements of TORM plc, as follows: the unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2017 and 2016, which have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, and audited consolidated financial statements as of and for the years ended December 31, 2016, 2015 and 2014, which have been prepared in accordance with IFRS. The financial information for TORM plc reflects the activities of the Combined Group from the date of the Combination and the activities of TORM A/S only prior to the Combination, being a continuation of the financial statements of Njord (the accounting acquirer), with one adjustment, which is to adjust retroactively Njord's legal capital to reflect the legal capital of TORM A/S from the beginning of the earliest period presented.

In addition, historical financial statements of Former TORM A/S are also included in this document to satisfy the requirements of Rule 3-05 of SEC Regulation S-X. The document includes the unaudited condensed consolidated interim financial statements of Former TORM A/S as of and for the six months ended June 30, 2015 and 2014, which have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, and the audited consolidated financial statements for the three years ended December 31, 2014, which have been prepared in accordance with IFRS.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A. Directors and Senior Management

Name(1)	Position
Christopher Helmut Boehringer	Chairman of the Board, Chairman of the Nomination Committee and the Remuneration Committee and Risk Committee member
David Neil Weinstein	Deputy Chairman of the Board, Nomination Committee member and Remuneration Committee member
Torben Janholt	Board Member, Audit Committee member, Risk Committee member and Remuneration Committee member
Pär Göran Trapp	Board Member, Chairman of the Audit Committee  and Risk Committee
Lars Bjørn Rasmussen	Board Observer (Employee Representative)
Rasmus Johannes Skaun Hoffman	Board Observer (Employee Representative)
Jeffrey Scott Stein	Minority B Share Board Observer
Jacob Balslev Meldgaard	Executive Director and Chief Executive Officer of TORM A/S
Christian Søgaard-Christensen	Chief Financial Officer of TORM A/S
Jesper SøndergaardJensen	Senior Vice President and Head of Technical Division of TORM A/S
Lars Christensen	Senior Vice President and Head of Projects of TORM A/S

⁽¹⁾ The business address of our Directors, other than Mr. Meldgaard, and Board Observers is: TORM plc, Birchin Court, 20 Birchin Lane, London, EC3V 9DU, United Kingdom. The business address of Messrs. Meldgaard, Søgaard-Christensen, Jensen and Christensen is: TORM A/S, Tuborg Havnevej 18, DK-2900 Hellerup, Denmark.

B. Advisors

Our U.S. legal counsel is Seward & Kissel LLP, One Battery Park Plaza, New York, New York, 10004. Our United Kingdom legal counsel is Watson Farley & Williams LLP, 15 Appold Street, London, United Kingdom, EC2A 2HB.

C. Auditors

TORM plc's auditors are Deloitte Statsautoriseret Revisionspartnerselskab, located at Weidekampsgade 6, 2300 Copenhagen, Denmark. Deloitte Statsautoriseret Revisionspartnerselskab is an independent registered public accounting firm registered with the Public Company Accounting Oversight Board.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

1

ITEM 3. KEY INFORMATION

A. Selected Financial Data

The following selected historical financial information should be read in conjunction with our audited consolidated financial statements and related notes, which are included herein, together with Item 5. "Operating and Financial Review and Prospects." In addition, see "Explanatory Note and Presentation of Our Financial and Operating Data" for further details on the presentation of the financial statements, the history of the Company and its formation. Our historical results are not necessarily indicative of our future results, and our interim period results are not necessarily indicative of results to be expected for a full year or any other interim period.

The following table presents, in each case for the periods and as of the dates indicated, the selected historical financial and operating data of TORM plc, which have been derived from the unaudited condensed consolidated interim financial statements as of and for the six months ended June 30, 2017 and 2016 and audited consolidated financial statements as of and for the years ended December 31, 2016, 2015 and 2014 contained in this registration statement. The audited consolidated financial statements as of and for the years ended December 31, 2016, 2015 and 2014 have been prepared in accordance IFRS as issued by the IASB and the unaudited condensed consolidated interim financial statements as of and for the six months ended June 30, 2017 and 2016 have been prepared in accordance with IAS 34 "Interim Financial Reporting".

	Year Ended December 31,									Six months ended June 30,
	2016			2015			2014			2017			2016
(USD million, except share data)
Consolidated income statement data:
Revenue		680.1			540.4			179.9			329.8			370.6
Port expenses, bunkers and commissions		(221.9	)		(169.6	)		(81.2	)		(129.9	)		(109.5	)
Charter hire		(21.5	)		(12.0	)		0.0			(5.1	)		(10.9	)
Operating expenses		(195.2	)		(122.9	)		(50.3	)		(95.3	)		(102.3	)
Profit from sale of vessels		0.0			0.0			0.0			2.8			0.0
Administrative expenses		(41.4	)		(19.5	)		(1.0	)		(22.2	)		(21.6	)
Other operating expenses		(0.3	)		(6.3	)		(6.5	)		(0.3	)		(0.2	)
Share of profit from joint ventures		0.2			0.2			0.0			0.0			0.0
Impairment losses on tangible and intangible assets		(185.0	)		0.0			0.0			(1.0	)		0.0
Depreciation		(122.2	)		(67.3	)		(24.7	)		(57.7	)		(60.5	)
Operating profit/(loss)		(107.2	)		143.0			16.2			21.1			65.6
Financial income		2.8			0.9			0.0			1.0			2.2
Financial expenses		(37.3	)		(16.9	)		(3.6	)		(18.8	)		(21.4	)
Profit/(loss) before income tax		(141.7	)		127.0			12.6			3.3			46.4
Tax expenses		(0.8	)		(1.0	)		0.0			(0.3	)		(0.5	)
Net profit/(loss) for the year		(142.5	)		126.0			12.6			3.0			45.9
Other financial data:
Basic earnings/(loss) per share, EPS (USD)		(2.3	)		2.4			0.4			0.0			0.7
Diluted earnings/(loss) per share, EPS (USD)		(2.3	)		2.4			0.4			0.0			0.7
(USD million)	As of December 31,									As of June 30,
Consolidated balance sheet data:		2016			2015			2014			2017			2016
Total assets		1,571.3			1,867.4			625.9			1,650.7			1,823.7
Total non-current assets		1,390.0			1,578.8			536.9			1,344.3			1,602.7
Total liabilities		790.7			891.5			156.4			862.9			838.8
Total non-current liabilities		638.9			775.6			125.3			716.3			663.9
Equity/net assets		780.6			976.0			469.5			787.8			984.9
Cash and cash equivalents		76.0			168.3			38.0			213.8			117.0
Number of shares (excluding treasury shares), end of period (million)		62.0			63.8			39.6			62.0			62.3
Number of shares (excluding treasury shares), average (million)		62.9			51.7			32.5			62.0			62.3

2

	Year ended December 31,									Six months ended June 30,
Consolidated cash flow data	2016			2015			2014			2017			2016
(USD million)
From operating activities		171.1			214.1			17.3			65.3			115.8
Used in investing activities		(119.4	)		(158.8	)		(377.9	)		(9.2	)		(84.5	)
Thereof investment in tangible fixed assets		(119.4	)		(254.0	)		(377.9	)		(30.0	)		(84.5	)
(Used in) / from financing activities		(144.0	)		75.0			397.1			81.7			(82.6	)
Total net cash flow		(92.3	)		130.3			36.5			137.8			(51.3	)

B. Capitalization and Indebtedness

The following table sets forth our capitalization as of September 30, 2017. The financial data included herein has been prepared in accordance with IFRS as issued by the IASB. This table should be read in conjunction with Item 5. "Operating and Financial Review and Prospects" and the audited consolidated financial statements, the unaudited condensed consolidated interim financial statements and other information provided in this registration statement.

	Actual
(USD million)
Current Mortgage Debt and Bank Loans		81.7
Non-current Mortgage Debt and Bank Loans		660.0
Finance Lease Liabilities		28.9
Total Debt		770.6
Equity:
Share Capital
Common Shares		0.6
Treasury Shares		(2.9	)
Hedging reserves		4.7
Translation reserves		0.0
Retained Profit		781.7
Total Equity		784.1
Total Capitalization		1,554.7

C.          Reasons for the offer and use of Proceeds

Not applicable.

3

D.          Risk Factors

Risks Related to Our Business and Our Industry

The product tanker sector is cyclical and volatile, and this may lead to reductions and volatility in our charter rates when we re-charter our vessels, in vessel values and in our results of operations.

We are a pure-play product tanker company, meaning that substantially all of our revenues are generated from operating our product tanker fleet. The product tanker market is cyclical in nature, which leads to volatility in freight rates, vessel values and industry profitability. The freight rates among different types of product tankers are highly volatile. For example, product tanker freight rates declined from the historical highs reached in mid-2008 (TORM MR Time Charter Equivalent, or TCE, rates up to $/day 26,458) to a cyclical low period between 2009 and 2014 (TORM annual average MR TCE rates of approximately $/day 14,200 for the period). Since the second half of 2014, product tanker freight rates have recovered peaking in the third quarter of 2015 (TORM MR TCE rates of approximately $/day 24,692) which was the highest level since 2008. Since the second half of 2016, product tanker freight rates have gradually declined overall. The factors affecting the supply and demand for product tankers are beyond our control, and the nature, timing, and degree of changes in industry conditions are unpredictable and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions.

Factors affecting the supply and growth of product capacity include:

· the number of newbuildings on order and being delivered;

· the number of vessels used for floating storage;

· the number of vessels in lay-up;

· the number of vessels scrapped for obsolescence or subject to casualties;

· prevailing and expected future freight and charter hire rates;

· the number of product tanker vessels trading with crude or "dirty" oil products;

· costs of bunkers and fuel oil and their impact on vessel speed;

· the efficiency and age of the world product tanker fleet;

· shipyard capacity;

· availability of financing;

· port congestion and canal congestion;

· technological developments, which affect the efficiency of vessels;

· government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations; and

· crew availability.

4

Demand for product tankers is primarily determined by the quantity of cargo to be transported and the distance from origin to destination.  The demand is affected by a number of external factors including:

· world and regional economic conditions;

· demand for oil and other petroleum products;

· product imbalances across regions (affecting the level of trading activity);

· the regulatory environment;

· environmental issues and concerns;

· developments in international trade including refinery additions and closures;

· climate;

· competition from alternative energy sources;

· political developments;

· embargoes;

· armed conflicts; and

· availability of financing and changes in interest rates.

In addition to the prevailing and anticipated freight rates, factors that greatly affect our financial profitability will include newbuilding, scrapping and laying-up prices, secondhand vessel values in relation to scrap prices, cost of bunkers, cost of crew, vessel availability, other operating costs, costs associated with classification society surveys, normal maintenance costs, insurance coverage costs and the efficiency and age profile of the existing product tanker fleet in the market.

We anticipate that the future demand for our vessels will be dependent upon economic growth in the world's economies, seasonal as well as regional changes in demand, changes in the capacity of the global product tanker fleet and the sources and supply of oil and petroleum products to be transported by sea. Adverse economic, political, social or other developments could have a material adverse effect on our business and operating results. The product tanker sector is cyclical and volatile, and this may lead to reductions and volatility in our charter rates when we employ our vessels, to volatility in vessel values and in our future performance, results of operations, cash flows and our financial position.

Our revenues are derived substantially from a single segment, the product tanker segment, which exposes us to adverse developments in the product tanker market and which may adversely affect our future performance, results of operations, cash flows and financial position.

Substantially all of our revenues are derived from a single market, the product tanker segment, and therefore, our financial results depend on the development and growth in this segment. External factors that affect the product tanker market will have a significant impact on our business. Freight rates and asset prices have been volatile. Any adverse development in the product tanker segment would have a material adverse impact on our future performance, results of operations, cash flows and financial position. Further, our lack of diversification makes us increasingly vulnerable to adverse developments in the international product tanker market, and this could have a greater material adverse impact on our future performance, results of operations, cash flows and financial position than it would if we maintained more diverse lines of business.

5

An over-supply of product tanker capacity may lead to a reduction in charter rates, vessel values, and profitability.

The supply of product tankers is affected by a number of factors, such as supply and demand for energy resources, including oil and petroleum products, supply and demand for seaborne transportation of such energy resources, and the current and expected purchase orders for new-buildings. If the capacity of new product tankers delivered exceeds the capacity of product tankers being scrapped and converted to non-trading tankers, overall industry capacity in the product tanker will increase. If the supply of product tanker capacity increases and if the demand for product tanker capacity decreases or does not increase correspondingly, charter rates could materially decline, which may also negatively affect the value of our vessels. In 2016, the value of our product tanker fleet decreased by approximately 25% and we recorded an impairment charge of $185 million on the assets within the tanker segment. A reduction in charter rates and the value of our vessels may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

In addition, product tankers may be "cleaned up" from "dirty/crude" trades and swapped back into the product tanker market which would increase the available product tanker tonnage and which may affect the supply and demand balance for product tankers. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Our results of operations are subject to seasonal fluctuations, which may adversely affect our results of operations, cash flows and financial position.

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, freight rates. This seasonality may result in quarter-to-quarter volatility in operating results. The product tanker segment is typically stronger in the fall and winter months in anticipation of increased consumption of oil and petroleum products in the northern hemisphere. As a result, revenues from product tankers may be weaker during the fiscal quarters ending June 30 and September 30, and, conversely, revenues may be stronger in fiscal quarters ending December 31 and March 31. This seasonality could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Variations in incoming cash flows due to the cyclical nature of the shipping industry may have a material adverse effect on our future performance, results of operations, and financial position.

Due to the cyclical nature of the shipping industry and volatile freight rates, incoming cash flows may vary significantly from year to year, whereas outgoing cash flows may not vary to the same extent and at the same time. Significant deviations between ingoing and outgoing cash flows can thus damage our financial position and could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

A shift in consumer demand from oil towards other energy sources or changes to trade patterns for refined oil products may have a material adverse effect on our business.

A significant portion of our earnings are related to the oil industry. A shift in or disruption of the consumer demand from oil towards other energy resources such as electricity, wind energy, solar energy, or water energy will potentially affect the demand for our product tankers. A shift from the use of internal combustion engine vehicles to electric vehicles may also reduce the demand for oil. These factors could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Seaborne trading and distribution patterns are primarily influenced by the relative advantage of the various sources of production, locations of consumption, pricing differentials and seasonality. Changes to the trade patterns of refined oil products may have a significant negative or positive impact on the ton-mile and therefore the demand for our product tankers. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

6

Acts of piracy on ocean-going vessels could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels. At present most piracy and armed robbery incidents are recurrent in the Gulf of Aden region off the coast of Somalia, Gulf of Guinea region off Nigeria, South China Sea, Sulu Sea, and Celebes Sea. Sporadic incidents of robbery are also reported in many parts of Asia. The political turmoil in the Middle East region may also lead to collateral damages in waters off Yemen. The current diplomatic crisis between Gulf Co-operation Council (GCC) countries may lead to an uncertain security situation in the Middle East region.

The security arrangements made for ship staff and vessels to counteract the ever-evolving security threat and to comply with Best Management Practices (BMP4) add to the cost of operations of our ships.

The "war risks" areas are established by the Joint War Risks Committee. Our vessels have to trade in such areas due to the nature of our business. Due to the above issues when vessels trade in such areas, the insurance premiums are increased significantly to cover for the additional risks.

The above factors could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Increase in frequency of immigrant salvage operations in the Mediterranean could adversely affect our business.

In recent years, the number of immigrants attempting to cross the Mediterranean from North Africa to Europe in unseaworthy vessels has increased significantly. Many of the vessels are in such a poor condition that they either capsize and sink, incur engine problems or are otherwise incapacitated en route to Europe. As a result, commercial ships may, if witnessing an immigrant vessel in distress, deviate from the task and course and conduct a salvage operation. Such salvage operation may prove costly in terms of time and resources spent and can thus prove a substantial cost for the commercial vessel and may pose risks to the safety of the crew, vessel and cargo. If we are not able to mitigate this potential exposure, and dependent on the number of such salvage operations which must be carried out in the future, this could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Changes in fuel prices may adversely affect profits.

Fuel, including bunkers, is a significant expense in our shipping operations of our vessels and changes in the price of fuel may adversely affect our profitability. The price and supply of fuel is unpredictable and fluctuates based on events beyond our control, including geopolitical developments, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries, or OPEC, and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Further, fuel may become much more expensive in the future, including as a result of the expected implementation of low sulfur fuel requirements by the International Maritime Organization in 2020, which may reduce our profitability and have a material adverse effect on our future performance, results of operations, cash flows and financial position. See Item 4. "Information on the Company—B. Business Overview—Environmental and Other Regulations—The International Maritime Organization."

7

If economic conditions throughout the world deteriorate or become more volatile, it could impede our operations.

Our ability to secure funding is dependent on well-functioning capital markets and on an appetite to provide funding to the shipping industry. At present, capital markets are well-functioning and funding is available for the shipping industry. However, if global economic conditions worsen or lenders for any reason decide not to provide debt financing to us, we may not be able to secure additional financing to the extent required, on acceptable terms or at all. If additional financing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due, or we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise.

The world economy faces a number of challenges, including the effects of volatile oil prices, continuing turmoil and hostilities in the Middle East, the Korean Peninsula, North Africa, and other geographic areas and countries. If one or more of the major national or regional economies should weaken, there is a substantial risk that such a downturn will impact the world economy. There has historically been a strong link between the development of the world economy and demand for energy, including oil and gas.

In Europe, large sovereign debts and fiscal deficits, low growth prospects and high unemployment rates in a number of countries have contributed to the rise of Eurosceptic parties, which would like their countries to leave the Euro. The exit of the United Kingdom from the European Union and potential new trade policies in the United States further increase the risk of additional trade protectionism.

In China, a transformation of the Chinese economy is underway, as China transforms from a production-driven economy towards a service or consumer-driven economy. The Chinese economic transition implies that we do not expect the Chinese economy to return to double digit GDP growth rates in the near term. According to the International Monetary Fund, the growth rate of China's GDP is expected to decrease to 6.6% for the year ending December 31, 2017. Furthermore, there is a rising threat of a Chinese financial crisis resulting from massive personal and corporate indebtedness.

While the recent developments in Europe and China have been without significant immediate impact on product tanker freight rates, an extended period of deterioration in the world economy could reduce the overall demand for oil and gas and for our services. Such changes could adversely affect our future performance, results of operations, cash flows and financial position.

Credit markets in the United States and Europe have in the past experienced significant contraction, de-leveraging and reduced liquidity, and there is a risk that U.S. federal government and state governments and European authorities continue to implement a broad variety of governmental action and/or new regulation of the financial markets. Global financial markets and economic conditions have been, and continue to be, volatile.

We face risks attendant to changes in economic environments, changes in interest rates, and instability in the banking and securities markets around the world, among other factors. We cannot predict how long the current market conditions will last. These recent and developing economic and governmental factors may have a material adverse effect on our results of operations and financial condition and may cause the price of our Class A common shares to decline.

Prospective investors should consider the potential impact, uncertainty and risk associated with the development in the wider global economy. Further economic downturn in any of these countries could have a material effect on our future performance, results of operations, cash flows and financial position.

8

We are subject to complex laws and regulations, including environmental laws and regulations that can adversely affect our results of operations, cash flows and financial position.

Our vessels operate worldwide and are thus subject to numerous international laws, rules, regulations, conventions, and treaties. Moreover, our vessels are registered, flagged, and call in ports in multiple countries where the applicable flag and/or port state rules, regulations, and laws can differ. This complex web of rules, regulations, conventions, treaties, and laws can be dynamic and influence the cost of owning and operating our vessels.

The various requirements we might have to comply with are discussed throughout and include, but are not limited to:

· International requirements, such as those from the International Maritime Organization, or IMO, like the International Convention for the Safety of Life at Sea of 1974, or SOLAS, the International Ship and Port Facility Security Code, or the ISPS Code, and the International Convention for the Prevention of Pollution from Ships of 1973, as from time to time amended, or MARPOL, as well as those from the Maritime Labor Convention 2006, or the MLC 2006, adopted by the International Labour Organization, or ILO.

· United States, or U.S., requirements such as the U.S. Oil Pollution Act of 1990, or OPA, the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, and those enforced by the U.S. Environmental Protection Agency, or the EPA, and the U.S. Coast Guard, or the USCG.

· European Union, or EU, regulations regarding greenhouse gas emissions.

Some laws also impose strict liability for pollution incidents. To avoid liability in those cases, parties may have to show they fall into an exception and took all reasonable precautionary steps to prevent a pollution incident. Thus, for remediation of environmental damage, the liability can include fines, penalties, criminal liability and costs for natural resource damages. In our case, these could harm our reputation with current or potential charterers of our product tankers. Compliance with environmental laws and regulations, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions including greenhouse gases, sulfur emissions, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents.

We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although we arrange insurance to cover environmental risks, there can be no assurance that such insurance will be sufficient to cover all the risks or that any claims will not have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Developments in safety and environmental requirements relating to the recycling of vessels may result in escalated and unexpected costs.

The 2009 Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, or the Hong Kong Convention, aims to ensure ships, being recycled once they reach the end of their operational lives, do not pose any unnecessary risks to the environment, human health, and safety. The Hong Kong Convention has yet to be ratified by the required number of countries to enter into force. Upon the Hong Kong Convention's entry into force, however, each ship sent for recycling will have to carry an inventory of its hazardous materials. The hazardous materials, whose use or installation are prohibited in certain circumstances, are listed in an appendix to the Hong Kong Convention. Ships will be required to have surveys to verify their inventory of hazardous materials initially, throughout their lives, and prior to the ship being recycled.

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On November 20, 2013, the European Parliament and the Council of the EU adopted the Ship Recycling Regulation, which retains the requirements of the Hong Kong Convention and which is currently open for accession by IMO Member States. The Hong Kong Convention will enter into force 24 months after the date on which 15 IMO Member States, representing 40% of world merchant shipping by gross tonnage, have ratified or approved accession. As of September 30, 2017, six countries have ratified the Hong Kong Convention. Upon implementation, certain commercial seagoing vessels flying the flag of an EU Member State may be recycled only in facilities included on the European list of permitted ship recycling facilities.

These regulatory developments, when implemented, may lead to cost escalation by shipyards, repair yards and scrap yards. This may then result in a decrease in the residual scrap value of a vessel, and a vessel could potentially not cover the cost to comply with latest requirements which may have an adverse effect on our future performance, results of operations, cash flows and financial position.

We may incur additional costs to retrofit ballast water treatment systems in our vessels to comply with new regulations.

Vessels unload ballast water during passage by taking ballast water in one port and unloading it in another. This helps maintain safety and stability. However, the ballast water can contain local organisms and pathogens. When vessels unload ballast water they can then release organisms and pathogens in new parts of the world, which can be invasive to that ecosystem. To avoid transfers of invasive species in ballast water, the IMO and United States have regulations that require ballast water is treated prior to the discharge.

In order to comply with IMO and U.S. ballast water regulations, we are required to install ballast water treatment plants on all vessels from December 2018 to September 2024. The cost of compliance per vessel for us is estimated to be between $1.0 and $1.3 million, depending on size of the vessel. Significant investments in ballast water treatment systems may have a material adverse effect on our future performance, results of operations, cash flows and financial position. For more information on these regulations, see Item 4. "Information on the Company—B. Business Overview— Environmental and Other Regulations—The International Maritime Organization— Pollution Control and Liability Requirements."

Sulfur regulations to reduce air pollution from ships are likely to require retrofitting of vessels and may cause us to incur significant costs.

In October 2016, the IMO set January 1, 2020 as the implementation date for vessels to comply with its low sulfur fuel oil requirement, which cuts sulfur levels from 3.5% currently to 0.5%. The interpretation of "fuel oil used on board" includes use in main engine, auxiliary engines and boilers. Shipowners may comply with this regulation by (i) using 0.5% sulfur fuels on board, which is likely to be available around the world by 2020 but likely at a higher cost; (ii) installing scrubbers for cleaning of the exhaust gas; or (iii) by retrofitting vessels to be powered by liquefied natural gas (LNG), which may not be a viable option due to the lack of supply network and high costs involved in this process. In anticipation of the 2020 implementation, we have elected to install an exhaust gas scrubber on one of our LR2 product tankers, TORM Hilde, which we expect to be delivered to us in 2018. Costs of compliance with these regulatory changes may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position. See Item 4. "Information on the Company—B. Business Overview— Environmental and Other Regulations—The International Maritime Organization".

10

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

Due to concern over the risk of climate change, a number of countries and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. In addition, although the emissions of greenhouse gases from international shipping currently are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, or the Paris Agreement, a new treaty may be adopted in the future that includes restrictions on shipping emissions. Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.

On June 29, 2017, the Global Industry Alliance, or the GIA, was officially inaugurated. The GIA is a program, under the Global Environmental Facility-United Nations Development Program-IMO project, which supports shipping, and related industries, as they move towards a low carbon future. Organizations including, but not limited to, shipowners, operators, classification societies and oil companies, signed to launch the GIA.

Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources. Therefore, any long-term material adverse effect on the oil and gas industry could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

If we fail to comply with international safety regulations, we may be subject to increased liability, which may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

The operation of our vessels is affected by the requirements set forth in the IMO's International Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code. The ISM Code is promulgated by the IMO under SOLAS, to provide an international standard for the safe management and operation of ships and for pollution prevention. The ISM Code requires the party with operational control of a vessel to develop and maintain an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for the safe operation, and describing procedures for dealing with emergencies, when operating vessels. We rely on the safety management system that has been developed for our vessels for compliance with the ISM Code.

The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a vessel's management with code requirements for a safety management system. No vessel can obtain a certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code. We have obtained documents of compliance for our offices and safety management certificates for all of our vessels for which the certificates are required by the ISM Code. These documents of compliance and safety management certificates are renewed as required.

Non-compliance with the ISM Code and other IMO regulations may subject the shipowner or bareboat charterer to increased liability, may lead to a reduction in, or invalidation of, available insurance coverage for affected vessels, and may result in the denial of access to, or detention in, some ports. The USCG and EU authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading in U.S. and EU ports. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

11

A major incident on one of our vessels affecting the safety and health of the crew could disrupt completely or delay operations thereby having a negative impact on customer confidence and on our future performance, results of operations, cash flows and financial position.

Recent action by the IMO's Maritime Safety Committee and U.S. agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. This might cause companies to cultivate additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. However, the impact of such regulations is hard to predict at this time.

Declines in charter rates and other market deterioration could cause us to incur impairment charges.

In accordance with IFRS, we review the carrying amounts of assets on a quarterly basis to determine any indication of impairment either due to a significant decline in market value or in the cash flows generated by the vessels. In case of such indication, the recoverable amounts of the assets are estimated as the higher of the net realizable value and the value in use in accordance with the requirements of applicable accounting standards. The value in use is the present value of the future cash flows expected to derive from an asset. For the purpose of assessing net realizable values, our management estimates the market values of the individual vessels, for which the most important parameters are the vessels' tons deadweight, the shipyard they were built at and age. Management uses internal as well as external sources of information, including two internationally recognized shipbrokers' valuations. There may be deviations between the market value and the book value of the vessels.

Accordingly, the carrying values of our vessels may not represent their fair market value at any point in time because the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. In 2016, the value of our product tanker fleet decreased by approximately 25%, and as a result, we recorded an impairment charge of $185 million on the assets within the Tanker Segment. As a result of further declines in charter rates or vessel values, we may in the future need to record impairment losses and loss from sale of vessels which could have a material adverse effect on our future performance, results of operations, cash flows and financial position. Please see the consolidated financial statements as of and for the year ended December 31, 2016 and the accompanying notes included herewith for details on the impact of changes in charter rates and other key assumptions.

If our vessels suffer damage due to the inherent operational risks of the product tanker industry, we may experience unexpected dry-docking costs and delays or total loss of our vessels.

The operation of an ocean-going vessel carries inherent risks. Our vessels and their cargoes will be at risk of being damaged or lost because of events such as marine disasters, bad weather, and other acts of God, business interruptions caused by mechanical failures, unexpected tank corrosion, grounding, fire, explosions and collisions, human error, war, terrorism, piracy and other circumstances or events. Changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. These hazards may result in death or injury to persons, loss of revenue or property, environmental damage, higher insurance rates, damage to our customer relationships, delay or rerouting.

In addition, international shipping is subject to various security and customs inspection and related procedures in countries of origin and destination and trans-shipment points. Inspection procedures can result in the seizure of the cargo and/or our vessels, delays in the loading, offloading or delivery and the levying of customs duties, fines or other penalties against us. It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

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The protection & indemnity insurance coverage that we have arranged for our vessels covers the vessel owner's liabilities towards the owner of any damaged cargo, subject to standard international conventions limiting such liability. If our vessels suffer damage, they may need to be repaired at a dry-docking facility. The costs of dry-dock repairs are unpredictable and may be substantial. We may have to pay dry-docking costs that our insurance does not cover in full. The loss of earnings while these vessels are being repaired and repositioned as well as the actual cost of these repairs would decrease the Company's earnings. In addition, space at dry-docking facilities is sometimes limited and not all dry-docking facilities are conveniently located. We may be unable to find space at a suitable dry-docking facility or the vessels may be forced to travel to a dry-docking facility that is not conveniently located in relation to the vessels' positions. The loss of earnings while these vessels are forced to wait for space or to sail to more distant dry-docking facilities could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

If labor interruptions are not resolved in a timely manner, they could have a material adverse effect on our business, results of operations, cash flows and financial position.

We employ masters, officers and crews to man our vessels. We have in the past implemented and will potentially continue in the future to implement restructuring measures including divesting or closing down business activities, reducing our workforce and negotiating collective agreements with trade unions. Restructurings and other factors such as disagreements concerning ordinary or extraordinary collective bargaining may damage our reputation and the relationship with our employees and lead to labor disputes, including work stoppages, strikes and/or work disruptions. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

World events could affect our future performance, results of operations, cash flows and financial position.

We conduct most of our operations outside of the United States, and our future performance, results of operations, cash flows and financial position may be adversely affected by the effects of political instability, terrorist or other attacks, war or international hostilities. Continuing conflicts and recent developments in North Korea, the Middle East, including Syria and Egypt, and North Africa, including Libya and Nigeria, and the presence of the United States and other armed forces in these regions may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further world economic instability and uncertainty in global financial markets. As a result of the above, insurers have increased premiums and reduced or restricted coverage for losses caused by terrorist acts generally. Future terrorist attacks could result in increased volatility of the financial markets and negatively impact the U.S. and global economy. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all.

In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea and the Gulf of Aden off the coast of Somalia. Any of these occurrences could have a material adverse impact on our future performance, results of operations, cash flows and financial position.

13

If our vessels call on ports located in countries that are subject to sanctions and embargoes imposed by the U.S. or other governments, that could adversely affect our reputation and the market for our Class A common shares.

The past few years have seen increased implementation of sanctions and embargoes imposed against trading with certain countries by in particular the United States, the European Union and the United Nations. Our operations currently are and may in the future become subject to various economic and trade sanctions and anti-bribery laws, including sanctions. Prior to the closing of the 2015 Restructuring on July 13, 2015, some of the vessels owned or operated by us called on ports located in countries subject to sanctions and embargoes imposed by the U.S. government and other authorities, and countries identified by the U.S. government as state sponsors of terrorism. Our vessels have not called on Syria since June 29, 2012, and they have not called on Cuba since January 2015. In January 2016, the U.S. suspended its "secondary" nuclear-related sanctions on Iran (see below). The E.U.'s economic and financials sanctions were suspended at the same time. This makes it possible for non-U.S. persons to engage in transportation/trading with Iran under certain conditions. On January 16, 2016, the Office of Foreign Assets Control, or OFAC, issued a General License H generally authorizing certain transactions relating to non-U.S. entities owned or controlled by a U.S. person, which would otherwise be prohibited. Under General License H, TORM plc and subsidiaries (except TORM USA) are all considered non-U.S. entities controlled by U.S. persons. This means that we are now able to trade to/from Iran under certain conditions. In connection with the 2015 Restructuring, we revised our internal policies and procedures regarding vessel calls at ports located in countries subject to U.S. and other sanctions. Special procedures relating to Iran were added in January 2016. With the exception of Sudan (and since January 2016, Iran), our vessels have not called on ports located in countries currently identified by the U.S. government as a state sponsor of terrorism since June 29, 2012. To our knowledge, the port calls made by our vessels in Sudan and Iran have not violated any sanctions regimes or embargoes to which we were subject at the time of the port calls. Sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time. In 2010, the U.S. enacted the Comprehensive Iran Sanctions Accountability and Divestment Act, or CISADA, which expanded the scope of the Iran Sanctions Act. Among other things, CISADA expands the application of the prohibitions on companies such as ours and introduces limits on the ability of companies and persons to do business or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or petroleum products.

In 2012, President Obama signed Executive Order 13608 which prohibits foreign persons from violating, attempting to violate, or causing a violation of any sanctions in effect against Iran or facilitating any deceptive transactions for or on behalf of any person subject to U.S. sanctions. Any person found to be in violation of Executive Order 13608 will be deemed a foreign sanctions evader and will be banned from all contacts with the United States, including conducting business in U.S. dollars. Also in 2012, President Obama signed into law the Iran Threat Reduction and Syria Human Rights Act of 2012, or the Iran Threat Reduction Act, which created new sanctions and strengthened existing sanctions. Among other things, the Iran Threat Reduction Act intensifies existing sanctions regarding the provision of goods, services, infrastructure or technology to Iran's petroleum or petrochemical sector. The Iran Threat Reduction Act also includes a provision requiring the President of the United States to impose five or more sanctions from Section 6(a) of the Iran Sanctions Act, as amended, on a person the President determines is a controlling beneficial owner of, or otherwise owns, operates, controls or insures a vessel that was used to transport crude oil from Iran to another country, and if the person (1) is a controlling beneficial owner of the vessel and had actual knowledge the vessel was so used or (2) otherwise owns, operates, controls, or insures the vessel and knew or should have known the vessel was so used. Such a person could be subject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financial transactions subject to U.S. jurisdiction, and exclusion of that person's vessels from U.S. ports for up to two years.

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On November 24, 2013, the P5+1 (the United States, the United Kingdom, Germany, France, Russia and China) entered into an interim agreement with Iran entitled the "Joint Plan of Action", or JPOA. Under the JPOA, it was agreed that, in exchange for Iran taking certain voluntary measures to ensure that its nuclear program is used only for peaceful purposes, the U.S. and the E.U. would voluntarily suspend certain sanctions for a period of six months. On January 20, 2014, the U.S. and E.U. indicated that they would begin implementing the temporary relief measures provided for under the JPOA. These measures included, among other things, the suspension of certain sanctions on the Iranian petrochemicals, precious metals, and automotive industries from January 20, 2014 until July 20, 2014. The JPOA was subsequently extended twice.

On July 14, 2015, the P5+1 and the E.U. announced that they reached a landmark agreement with Iran titled the Joint Comprehensive Plan of Action Regarding the Islamic Republic of Iran's Nuclear Program, or JCPOA, which is intended to significantly restrict Iran's ability to develop and produce nuclear weapons for 10 years while simultaneously easing sanctions directed toward non-U.S. persons for conduct involving Iran, but taking place outside of U.S. jurisdiction and not involving U.S. persons. On January 16, 2016, or "Implementation Day", the United States joined the E.U. and the UN in suspending a significant number of their nuclear-related sanctions on Iran following an announcement by the International Atomic Energy Agency, or IAEA, that Iran had satisfied its respective obligations under the JCPOA.

U.S. sanctions prohibiting certain conduct that is now permitted under the JCPOA have not actually been repealed or permanently terminated at this time. Rather, the U.S. government has implemented changes to the sanctions regime by: (1) issuing waivers of certain statutory sanctions provisions; (2) committing to refrain from exercising certain discretionary sanctions authorities; (3) removing certain individuals and entities from OFAC's sanctions lists; and (4) revoking certain Executive Orders and specified sections of Executive Orders. These sanctions will not be permanently "lifted" until the earlier of "Transition Day", set to occur on October 18, 2023, or upon a report from the IAEA stating that all nuclear material in Iran is being used for peaceful activities.

OFAC has acted several times in 2017 to add Iranian individuals and entities to its list of Specially Designated Nationals whose assets are blocked and with whom U.S. persons are generally prohibited from dealing. In addition, OFAC announced on January 13, 2017, an amendment to the Sudanese Sanctions Regulations ("SSR") to authorize all transactions prohibited by the SSR and Executive Orders 13067 and 13412, and to unblock certain property in which the Government of Sudan has an interest. On July 11, 2017, President Trump issued Executive Order 13804, extending until October 12, 2017, a review by the U.S. government of criteria for the revocation of certain sanctions on Sudan and the Government of Sudan. On October 6, 2017, the U.S. Department of State announced that, effective October 12, 2017, sections 1 and 2 of Executive Order 13067 and all of E.O. 13412 will be revoked.  As such, effective October 12, 2017, U.S. persons will no longer be prohibited from engaging in transactions that were previously prohibited under the SSR, including engaging in transactions with Sudan and the Government of Sudan.

A significant part of our share capital is owned by entities managed by Oaktree. Due to the change of ownership as a result of the 2015 Restructuring, our operations are subject to the regulations, executive orders and other sanctions administered by OFAC, which restricts or prohibits certain transactions, dealings and travel involving certain Sanctioned Persons and Sanctioned Countries, including Cuba, where we have historically been active, and Iran. As such, our operations in countries that are subject to sanctions and embargoes imposed by the United States government and/or identified by the United States government as state sponsors of terrorism have been restricted following the 2015 Restructuring. From time to time, vessels in our fleet have called on ports in Sudan. We believe these activities have not been subject to then applicable U.S. sanctions laws. Any violation of applicable sanctions could result in fines or other penalties and could result in some investors deciding, or being required, to divest their interest or not to invest in the Company. Further, our lenders may determine that any non-compliance with applicable sanctions and embargoes imposed, or, with respect of the DSF Facility (defined below), all sanctions imposed by the United Kingdom, the European Union, the United Nations, or the United States, constitute an event of default under current or future debt facility agreements, including the Term Facility I and the Working Capital Facility (defined below), which, together, we refer to as the "Restructuring Financing Agreements", and the DSF Facility. An event of default may lead to an acceleration of the repayment of debt under the facility in question and, due to the cross-default provisions, under all other facilities as well, which could have a material adverse effect on our future performance, results of operations, cash flows and financial position, and could lead to bankruptcy or other insolvency proceedings.

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Further, charterers and other parties that we have previously entered into contracts with regarding our vessels may be affiliated with persons or entities that are now or may soon be the subject of sanctions imposed by the U.S. government and/or the European Union or other international bodies in response to recent events relating to Russia, Crimea and the Ukraine. If we determine that such sanctions require us to terminate existing contracts, or if we are found to be in violation of such sanctions, we may suffer reputational harm which may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our Class A common shares may adversely affect the price at which our Class A common shares trade. Additionally, some investors may decide to divest their interest, or not to invest, in our company simply because we do business with companies that do business in sanctioned countries. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities in countries subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries, or engaging in operations associated with those countries pursuant to contracts with third-parties that are unrelated to those countries or entities controlled by their governments. Investor perception of the value of our Class A common shares may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries which may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Maritime claimants could arrest our vessels, which would have a negative effect on our cash flows.

Crew members, suppliers of goods and services to a vessel, shippers of cargo, secured lenders, time charter-in counterparties and other parties may be entitled to a maritime lien against the relevant vessel for unsatisfied debts, claims or damages.

In many jurisdictions, a maritime lien holder may enforce its lien by arresting a vessel and commencing foreclosure proceedings. In addition, in some jurisdictions a claimant may arrest both the vessel which is subject to the claimant's maritime lien and any "associated" vessel owned or controlled by the same owner. Claimants could try to assert "sister ship" liability against one vessel in the fleet for claims relating to another of our vessels. The arrest or attachment of one or more of our vessels could under certain circumstances constitute an event of default under our financing agreements or interrupt operations and require us to pay a substantial sum of money to have the arrest lifted, which could result in a loss of earnings and have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Governments could requisition our vessels during a period of war or emergency, which may have an adverse effect on our future performance, results of operations, cash flows and financial position.

A government could requisition one or more of our vessels for title or hire. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Also, a government could requisition our vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Although none of our vessels have been requisitioned by a government for title or hire, a government requisition of one or more of our vessels in the future may adversely affect our future performance, results of operations, cash flows and financial position.

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Technological innovation and quality and efficiency requirements from our customers could reduce our charter-hire income and the value of our vessels.

Our customers, in particular those in the oil industry, have a high and increasing focus on quality and compliance standards with their suppliers across the entire supply chain, including the shipping and transportation segment. Our continued compliance with these standards and quality requirements is vital for our operations. Charter hire rates and the value and operational life of a vessel are determined by a number of factors including the vessel's efficiency, operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbors, utilize related docking facilities and pass through canals and straits. The length of a vessel's physical life is related to its original design and construction, its maintenance and the impact of the stress of operations. If new vessels are built that are more efficient or more flexible or have longer physical lives than our vessels, competition from these more technologically advanced vessels could adversely affect the amount of charter hire payments we receive for our vessels and the resale value of our vessels could significantly decrease which may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Risks Related to Our Company

If we are unable to operate our vessels profitably, we may be unsuccessful in competing in the highly competitive international product tanker market, which would negatively affect our financial condition and our ability to expand our business.

The operation of product tanker vessels and transportation of petroleum products is extremely competitive and reduced demand for transportation of oil and oil products could lead to increased competition. Competition arises primarily from other product tanker owners, including major oil companies as well as independent product tanker companies, some of whom have substantially greater resources than we do. Competition for the transportation of oil and oil products can be intense and depends on price, location, size, age, condition and the acceptability of the product tanker and its operators to the charterers. We will have to compete with other product tanker owners, including major oil companies as well as independent product tanker companies.

Our ability to achieve positive cash flows is subject to freight rates, financial, regulatory, legal, technical and other factors, many of which are beyond our ability to control. We reported a net profit of $3 million for the six months ended June 30, 2017. We reported a net loss of $143 million for the fiscal year ended December 31, 2016 and a net profit of $126 million for the fiscal year ended December 31, 2015. Our net loss for the fiscal year 2016 included an impairment on vessels and goodwill of $185 million. We reported a positive operating cash flow of $65 million for the six months ended June 30, 2017, a positive operating cash flow of $171 million for the fiscal year ended December 31, 2016 and positive operating cash flow of $214 million for the fiscal year ended December 31, 2015.  We reported a positive net cash flow of $138 million for the six months ended June 30, 2017, which is largely due to our agreement with Danske Bank A/S, ABN AMRO, DVB and ING for a new loan facility of $130 million, or the Term Facility 2. We had a net cash outflow of $92 million for the fiscal year ended December 31, 2016 and net cash inflow of $130 million for the fiscal year ended December 31, 2015.

We are dependent on spot charters and any decrease in spot charter rates in the future may adversely affect our earnings.

We employ the majority of our vessels on spot voyage charters or short-term time charters and generate a significant portion of our revenue from the spot market. The spot charter market may fluctuate significantly based upon product tanker and oil supply and demand. The successful operation of our vessels in the competitive spot charter market depends on, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling ballast to pick up cargo. The spot market is very volatile, and, in the past, there have been periods when spot charter rates have declined below the operating cost of vessels. For example, over the past five years, MR spot market rates expressed as a time charter equivalent have ranged from a low of approximately $6,500 to a high of approximately $31,500 per day. During the second quarter of 2017, our product tanker fleet realized average spot TCE earnings of $13,350 per day. If future spot charter rates decline, then we may be unable to operate our vessels trading in the spot market profitably, meet our obligations, including payments on indebtedness, or pay dividends in the future. Furthermore, as charter rates for spot charters are fixed for a single voyage which may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases which may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

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We are subject to certain risks with respect to entering into new time charter-in contracts due to our dependence on spot charters.

We have the opportunity to charter-in additional vessels for longer or shorter periods. Because we employ the majority of our vessels on spot voyage charters or short-term time charters, we may be exposed to changes in the freight rates that are significantly below the hire to be agreed in a time charter-in contract. This exposure could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

We are subject to certain risks with respect to our counterparties on contracts, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.

We regularly enter into bunker hedging contracts, employ vessels on Contracts of Affreightment, or COAs, fixed rate time charters and voyage charters, and enter into newbuilding contracts with shipyards. Such agreements subject us to counterparty risks. The ability of each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime industry, the overall financial condition of the counterparty, charter rates received for specific types of vessels and various expenses. In addition, in depressed market conditions, our charterers and customers may no longer need a vessel that is currently under charter or contract or may be able to obtain a comparable vessel at lower rates. As a result, charterers and customers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those contracts and it may be difficult for us to secure substitute employment for such vessel, and any new charter arrangements we secure in the spot market or on time charters may be at lower rates. Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses which could have a material adverse effect on our future performance, results of operations, cash flows and financial position. To reduce our counterparty risk, we perform a credit check on the prospective customers, however, we cannot guarantee that this process reveals the embedded default risk.

We are subject to certain risks with respect to our counterparties on our newbuilding construction contracts, and the failure of our counterparties to meet their obligations under our newbuilding contracts could cause us to suffer losses or otherwise adversely affect our business.

Timely delivery of the LR2 Product Tanker Newbuildings and the GSI MR Resale Vessels (defined below), and any other newbuildings we may acquire in the future, is subject to our counterparties meeting their obligations. We are therefore exposed to the risk of failure, cost overruns, delayed delivery, technical problems, quality or engineering problems and other counterparty risks. A number of shipping construction companies have reportedly been experiencing financial challenges. Any such financial challenges may affect operations and the timely delivery of newbuildings. Furthermore, a cancellation due to financial difficulties or bankruptcy of the yard could imply pre-delivery installments are not recovered or are recovered only after long arbitrations that can last occasionally several years.

Measures have been taken to supervise the quality of the work completed at the yard where the LR2 Product Tanker Newbuildings and the GSI MR Resale Vessels are constructed, and we have obtained refund guarantees for the pre-delivery installments of each vessel from the Export-Import Bank of China as security for pre-delivery installment payments paid to Guangzhou Shipyard International Company Limited, or GSI. The refund guarantees are limited to an amount of approximately $19 million plus interest for each of the LR2 Product Tanker Newbuildings and to an amount of approximately $6 million plus interest for each of the GSI MR Resale Vessels, which corresponds to the maximum outstanding exposure we would have at any given time. We expect the LR2 Product Tanker Newbuildings to be delivered to us between the fourth quarter of 2017 and the third quarter of 2018. We expect the GSI MR Resale Vessels to be delivered to us during 2019.

We can provide no assurance that these, or any other measures we may take, will fully mitigate these risks, and any failure by a counterparty to meet its obligations in relation to the newbuildings may result in delays or cancellations of the delivery of the newbuildings, renegotiation of terms, delayed renewal of our product tanker fleet and consequent deterioration of our competitive position, any of which may result in significant losses for us which could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

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An inability to effectively time investments in and divestments of vessels could prevent the implementation of our business strategy and negatively impact our results of operations and financial condition.

Our strategy is to own and operate a fleet large enough to provide global coverage, but no larger than what the demand for our services can support over a longer period by both contracting newbuildings and through acquisitions and disposals in the second-hand market. Our business is greatly influenced by the timing of investments and/or divestments and contracting of newbuildings. If we are unable to identify the optimal timing of such investments, divestments or contracting of newbuildings in relation to the shipping value cycle due to capital restraints, this could have a material adverse effect on our competitive position, future performance, results of operations, cash flows and financial position.

An increase in operating costs would decrease our earnings and have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Our vessel operating expenses include the costs of crew, provisions, deck and engine stores, insurance, security measures, and maintenance and repairs, which expenses depend on a variety of factors, many of which are beyond our control and subject to development in the market of the respective input. Voyage expenses include bunkers (fuel), port and canal charges. If our vessels suffer damage, they may need to be repaired at a dry-docking facility. The costs of dry-dock repairs are unpredictable and can be substantial. Some of these costs, primarily relating to insurance, crewing and enhanced security measures, have been increasing on a relative basis and may increase further in the future. An increasing cost base may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

When purchasing and managing previously second-hand vessels, we are exposed to unforeseen operating costs and vessels off-hire. Secondhand vessels are typically acquired without a warranty period, and inspections prior to purchase may not fully reveal the condition of the vessel. We may therefore be required to perform repair and maintenance resulting in additional operating costs.

A substantial portion of our revenues is derived from a limited number of customers, and the loss of any of these customers could result in a significant loss of revenues and cash flow.

We currently derive substantially all of our revenues from a limited number of customers. In the first half of 2017, twenty customers accounted for approximately 77% of our total revenues. The loss of any significant customer or a decline in the amount of services provided to a significant customer could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

We may not be able to meet our ongoing operations and working capital needs and may not be able to obtain additional financing in the future on acceptable terms or at all.

 As of September 30, 2017, our available liquidity was approximately $414 million which consisted of approximately $143 million in cash and approximately $271 million in amounts undrawn under our credit facilities. As of September 30, 2017, outstanding capital expenditures relating to our order book amounted to $238 million.

If we cannot generate sufficient cash flows from our operations to finance our ongoing operations and working capital needs, including funding our newbuilding commitments, we may need to procure additional funding in the future in the public or private debt or capital markets. Adequate sources of funding may not be available when needed or may not be available on terms acceptable to us. Our ability to obtain such additional capital or financing will in part depend on prevailing market conditions as well as the financial position of our business and our operating results, which may affect our efforts to arrange additional financing on satisfactory terms. If new shares are issued, it may result in a dilution of the existing shareholders. There can be no assurance that we will be able to maintain or obtain required loan or equity financing to meet any additional working capital or capital investment needs.

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In line with industry practice, our suppliers provide us with short-term credit, or short-term supply credits, to purchase, among other things, bunkers and other petroleum products. If our short-term supply credits are reduced or withdrawn, this could have a material adverse effect on our business, results of operations, cash flows and financial position.

In addition, if available and satisfactory funding is insufficient at any time in the future, we may be unable to respond to competitive pressures or customers' requirements regarding vessel maintenance and fleet age or take advantage of business opportunities. Failure to obtain additional financing could have a material adverse effect on our business, results of operations, cash flows and financial position, and could lead to bankruptcy or other insolvency proceedings.

As our product tanker fleet ages, we are exposed to increased operating costs and decreased competitiveness which could adversely affect our earnings, and the risks associated with older vessels could adversely affect our ability to obtain profitable charters.

Our owned vessels had an average age of 10 years as of December 31, 2016. The recent introduction of eco-designs for vessels emphasizes that there is a continuous need for us to focus on cost optimizing measures to remain competitive which may require us to more rapidly upgrade our product tanker fleet in the future. We may not be able to fund or secure additional financing to complete the acquisition of new or second-hand vessels required to renew and upgrade our product tanker fleet which may lead to deterioration of our product tanker fleet's performance.

In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel, and the current age of our fleet means that we must spend substantial resources on maintenance. It is also difficult to estimate with certainty the maintenance and operating costs that will be incurred for an older vessel and there is a risk that these costs will exceed expectations. Further, older vessels are typically less fuel-efficient than more recently constructed vessels due to improvements in engine technology. This difference in fuel-efficiency is likely to be compounded in 2020 when the IMO expects to implement lower sulfur fuel requirements. Cargo insurance rates increase with the age of a vessel, since older vessels may be less desirable to charterers and may be restricted in the type of activities in which the vessels can engage. Governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations or the addition of new equipment to our vessels and may restrict the type of activities in which the vessels may engage. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

While we have tried to strike a balanced portfolio of vessel types and age, the increasing average age of our product tanker fleet, the potential for more fuel-efficient vessels to enter the market, uncertainties regarding our maintenance costs going forward and our willingness or ability to renew our product tanker fleet could have a material adverse effect on our competitive position, future performance, results of operations, cash flows and financial position.

Our failure to pass vessel inspections by classification societies and other private and governmental entities and operate our vessels may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Our vessels are subject to inspections from government and private entities, and we are required to obtain permits, licenses, and certificates for the operation of our vessels as well as vetting or other types of commercial and operational approvals. In addition, the hull and machinery of every commercial vessel must be classed by a classification society authorized by the vessel's country of registry. Classification societies are non-governmental, self-regulating organizations and certify that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the Safety of Life at Sea Convention. A vessel must undergo various surveys. A vessel's machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. The Company's vessels are on survey cycles for hull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to be dry-docked every five years for inspection of the underwater parts of the vessel. In addition, every five years, alternating with the dry-dock inspection, there is a special survey for every vessel allowing an inspection/survey every two and a half years. If any vessel fails any survey, the vessel may be unable to trade between ports and therefore be unemployable, which may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

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If we cannot meet our customers' quality and compliance requirements, we may not be able to operate our vessels profitably.

Customers, and in particular those in the oil industry, have a high and increasing focus on quality and compliance standards with their suppliers across the entire value chain, including the shipping and transportation segment. Our continuous compliance with these standards and quality requirements is vital for the Company's operations. Related risks could materialize in multiple ways, including a sudden and unexpected breach in quality and/or compliance concerning one or more vessels, a continuous decrease in the quality concerning one or more vessels occurring over time. Moreover, continuous increasing requirements from oil industry constituents can further complicate our ability to meet the standards. Any non-compliance by the Company, either suddenly or over a period of time, on one or more vessels, or an increase in requirements by oil operators above and beyond what we deliver, may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Obligations associated with being a U.S.-listed public company require significant resources and management attention, and we will incur increased costs as a result of being a U.S.-listed public company.

When the SEC declares this registration statement effective, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the other rules and regulations of the SEC, including Sarbanes-Oxley, and the listing and other requirements of NASDAQ. The various financial and other reporting obligations will place significant demands on our management, administrative, operational and accounting resources and will cause us to incur significant legal, accounting and other expenses that we have not incurred in the past. We expect these rules and regulations to increase our legal and financial compliance costs and may divert management's attention to ensure compliance and to make some activities more time-consuming and costly. We may need to upgrade our systems or create new systems, implement additional financial and management controls, reporting systems and procedures, create or outsource an internal audit function, and hire additional accounting and finance staff. If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. We cannot accurately predict the amount of the additional costs we may incur, the timing of such costs or the degree of impact that our management's attention to these matters will have on our business.

Any failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, prospects, liquidity, results of operations and financial condition. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common shares from NASDAQ and/or Nasdaq Copenhagen, fines, sanctions and other regulatory action.

Sarbanes-Oxley requires, among other things, that we maintain and periodically evaluate our internal control over financial reporting as well as disclosure controls and procedures. In particular, subject to certain phase-in periods that may be available to us as an emerging growth company, we will have to perform systems and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of Sarbanes-Oxley. Compliance with Section 404 will require substantial accounting expenses and significant management efforts, and we may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to satisfy ongoing compliance requirements. The costs of compliance with the foregoing requirements may have a material adverse effect on our future performance, results of operations, cash flows and financial condition.

Failure to obtain or retain highly skilled personnel could adversely affect our operations.

We require highly skilled personnel to operate our business. There can be no assurance that we will be able to attract and retain such employees on reasonable terms in the future. Our ability to attract and retain employees and management in the future may be affected by circumstances beyond our control. Competition for skilled and other labor required for our operations has increased in recent years as the number of ocean-going vessels in the worldwide fleet has increased. If this expansion continues and is coupled with improved demand for seaborne shipping services in general, shortages of qualified personnel could further create and intensify upward pressure on wages and make it more difficult for us to staff and service vessels. In addition, we employ staff and vessel crews in a number of countries, all of which are covered by international rules of employment. Changes are made on an ongoing basis to international rules of employment and this may have a material influence on our flexibility in manning our vessels.

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Such developments could adversely affect our ability to attract and retain qualified employees and management on reasonable terms in the future and, in turn, could adversely affect our future performance, results of operations, cash flows and financial position.

U.S. tax authorities could treat us as a ''passive foreign investment company'', which could have adverse U.S. federal income tax consequences to U.S. shareholders.

A foreign corporation will be treated as a ''passive foreign investment company,'' or PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of ''passive income'' or (2) at least 50% of the average value of the corporation's assets during such taxable year produce or are held for the production of those types of ''passive income''. For purposes of these tests, ''passive income'' includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. Income derived from the performance of services does not constitute ''passive income''. U.S. shareholders of a PFIC are subject to certain reporting obligations and a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

Based on our current and anticipated method of operation, we do not believe that we are, nor do we expect to become, a PFIC with respect to any taxable year. In this regard, we intend to take the position that the gross income we derive or are deemed to derive from our time and voyage chartering activities constitutes services income, rather than rental income. Accordingly, we believe that our income from our time and voyage chartering activities does not constitute ''passive income'', and the assets that we own and operate in connection with the production of that income (in particular, our vessels) do not constitute assets that produce or are held for the production of "passive income".

There is substantial legal authority supporting this position, consisting of the Code, legislative history, case law and United States Internal Revenue Service, or IRS, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, it should be noted that there is no direct legal authority under the PFIC rules addressing our specific method of operation, and there is authority that characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if the nature and extent of our operations, or the composition of our income or assets, change. If the IRS were to find that we are a PFIC for any taxable year, ours U.S. shareholders will face adverse U.S. federal income tax consequences and will incur certain information reporting obligations that may be onerous. Under the PFIC rules, unless those shareholders make an election available under the Code (which election could itself have adverse tax consequences for such shareholders), such shareholders would be subject to U.S. federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common shares, as if the excess distribution or gain had been recognized ratably over the shareholder's holding period of the common shares. Please see Item 10. "Additional Information—E. Taxation –U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Status and Significant U.S. Federal Income Tax Consequences" for a more comprehensive discussion.

We may have to pay tax on U.S. source income, which would reduce our earnings.

Under the U.S. Internal Revenue Code of 1986, or the Code, 50% of the gross shipping income of a vessel owning or chartering corporation, such as we and our subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States is characterized as U.S. source shipping income, and such income is subject to a 4% U.S. federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code or under the terms of a U.S. income tax treaty.

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We do not believe that we or our subsidiaries will qualify for exemption from tax under Section 883, although we and our subsidiaries may qualify in the future if there is a change in our capital structure. See Item 10. "Additional Information—E. Taxation—United States Federal Income Taxation of the Company" for a more comprehensive discussion.

We and/or one or more of our subsidiaries (collectively referred to as "we" for purposes of this paragraph) may qualify for exemption from tax under the terms of the U.S.-U.K. Income Tax Treaty or the U.S.-Denmark Income Tax Treaty. Whether we so qualify depends, among other things, on whether we satisfy the Limitation on Benefits article of the applicable U.S. income tax treaty. In particular, we would generally satisfy the Limitation on Benefits article if we can establish that we are engaged in the active conduct of a trade or business in the U.K. or Denmark, whichever is applicable, our U.S. source shipping income is derived in connection with, or is incidental to, such trade or business, and such trade or business activity in the applicable treaty jurisdiction is substantial in relation to our trade or business activity in the United States. Given the legal and factual uncertainties in making the foregoing determination, there can be no assurance that we will be able to qualify for exemption from tax under a U.S. income tax treaty, or that the IRS or a court of law will agree with our determination in this regard.

If we or our subsidiaries are not entitled to the exemption under Section 883 of the Code or under the terms of a U.S. income tax treaty for any taxable year, we and our subsidiaries would be subject to a 4% U.S. federal income tax on gross U.S. source shipping income for such taxable year. The imposition of this taxation could have a negative effect on our business and result in decreased earnings available for distribution to our shareholders. For example, if the benefits of Section 883 and the applicable U.S. income tax treaties were unavailable for our taxable year ended December 31, 2014, we estimate that our U.S. federal income tax liability for such taxable year would have increased by approximately $2 million, although our U.S. federal income tax liability for future taxable years would vary depending upon the amount of U.S. source shipping income that we earn in each such year. See Item 10. "Additional Information—E. Taxation—United States Federal Income Taxation of the Company" for a more comprehensive discussion.

Changes to the tonnage tax or the corporate tax regimes applicable to us, or to the interpretation thereof, may impact our future operating results.

We are currently subject to tonnage tax schemes in Denmark and Singapore. If our participation in the tonnage tax schemes in these countries is abandoned, or if our level of investments and activities in these countries are significantly reduced, we may have to pay a deferred tax liability, which is currently $45 million.

Additional taxes may be payable as a result of a change in other tax laws of any country in which we operate or a change in complex tax laws that affect our international operations.

In the event that tonnage tax schemes or other tax laws are changed in the future, our overall tax burden could increase which could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Insurance may be difficult to obtain, or if obtained, may not be adequate to cover our losses that may result from our operations due to the inherent operational risks of the product tanker industry.

The operation of ocean-going vessels represents a potential risk of significant losses and liabilities caused by adverse weather conditions, mechanical failures, human error, war, terrorism, piracy, and other circumstances or events. In the course of the fleet's operation, various casualties, accidents and other incidents, including an oil spill or emission of other environmentally hazardous agents from a vessel, may occur that may result in significant financial losses and liabilities for us. An accident involving any of the fleet's vessels could result in death or injury to persons, loss of property, environmental damage, delays in delivery of cargo, loss of revenue from termination of contracts or unavailability of vessels, fines or penalties, higher insurance rates, litigation and damage to our reputation and customer relationships.

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In order to reduce the exposure to these risks, we carry insurance to protect us against most of the accident-related risks involved in the conduct of our business, including marine hull and machinery insurance, includes cyber and crime insurance, protection and indemnity insurance, includes pollution risks, crew insurance and war risk insurance. Incidents may occur where we may not have sufficient insurance coverage and some claims may not be covered. Furthermore, insurance costs may increase as a consequence of unforeseen incidents or other events beyond our control. In addition, in the future particularly in adverse market conditions it may not be possible to procure adequate insurance coverage or only on commercially unacceptable terms.

Any significant loss or liability for which we have not or have not been able to take out adequate insurance, or events causing an increase of insurance costs could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

We may be subject to litigation that, if not resolved in our favor, could have a material adverse effect on us.

We and our activities are subject to both U.K. and foreign laws and regulations many of which include legal standards, which are subject to interpretation, and we are party to agreements and transactions, involving matters of assessment of interests of various stakeholders and valuation of assets, liabilities and contractual rights and obligations. Furthermore, we may be subject to the jurisdiction of courts or arbitration tribunals in many different jurisdictions.

Our counterparties and other stakeholders or authorities may dispute our compliance with laws and regulations or contractual undertakings, or the assessments made by us in connection with our business and the entry into agreements or transactions. The outcome of any such dispute or legal proceedings is inherently uncertain and may include payment of substantial amounts in legal fees and damages or that a transaction or agreement is deemed invalid or voidable and such proceedings or decisions could have a material adverse effect on our future performance, results of operations, cash flows and financial position. If cases or proceedings in which we may be involved are determined to our disadvantage, it may result in fines, default under our debt facilities, damages or reputational damage and could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Fluctuations in exchange rates and non-convertibility of currencies could result in losses to us.

As a result of our international operations, we are exposed to fluctuations in foreign exchange rates due to parts of our revenues being received and operating expenses paid in currencies other than United States dollars. We use United States dollars as the functional currency because the majority of the Company's transactions are denominated in United States dollars. Thus, the Company's exchange rate risk is related to cash flows not denominated in United States dollars. The primary risk relates to transactions denominated in Danish Krone, or DKK, Euro, or EUR, Indian Rupee, or INR, Singapore Dollar, or SGD, or other major currencies, which relate to administrative and operating expenses.

We have historically generated almost all revenues and incurred the majority part of our expenses also in United States dollars. The remaining balances were in DKK, EUR, INR, SGD and other major currencies. Accordingly, we may experience currency exchange losses if we have not fully hedged our exposure to a foreign currency. A change in exchange rates could have a material adverse impact on our future performance, results of operations, cash flows and financial position.

Investment in derivative instruments such as freight forward agreements could result in losses to us.

We use the derivative markets and take positions in derivative instruments, such as forward freight agreements, or FFAs, for the purposes of hedging our exposure to fluctuations in the charter market, interest rates, foreign exchange rates and bunker prices. Our financing agreements set forth limitations on the level of forward freight agreements exposure and prohibits speculation on interest rates, foreign exchange, and bunker swaps. From time to time, we may take positions in such derivative instruments, and as a result we may incur derivative exposure that could have a material adverse effect on our future performance, results of operations, cash flows and financial position. If liquidity in these derivative markets decreases or disappears, it could make it difficult or more expensive for us to perform such hedging, which could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

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U.S. and other non-U.K. holders of our Class A common shares may not be able to exercise pre-emptive subscription rights or participate in future offerings.

Holders of our Class A common shares have certain pre-emption rights with respect to certain of our issuances unless those rights are disapplied by virtue of a resolution of the shareholders at a general meeting. Securities laws of certain jurisdictions may restrict the ability for shareholders in such jurisdictions to participate in any future issuances of shares carried out on a pre-emptive basis. Shareholders residing or domiciled in the United States, as well as certain other countries, may not be able to exercise their pre-emption rights or participate in future capital increases or securities issuances, including in connection with an offering below market value, unless we decide to comply with local requirements and, in the case of the United States, unless a registration statement is effective, or an exemption from the registration requirements of the Securities Act of 1933, as amended, or the Securities Act, is available with respect to such rights.

In such cases, shareholders resident in such non-U.K. jurisdictions may experience a dilution of their shareholding, possibly without such dilution being offset by any compensation received in exchange for subscription rights. No assurance can be given that local requirements will be complied with or that any registration statement would be filed in the United States or other relevant jurisdictions, or that another exemption from the registration requirements of the Securities Act or laws of other relevant jurisdictions would apply, so as to enable the exercise of such holders' pre-emption rights or participation in any future securities issuances.

Because we are a non-U.S. corporation, you may not have the same rights that a creditor of a U.S. corporation may have, and it may be difficult to serve process on or enforce a U.S. judgment against us and our officers and directors.

We are an English company and our executive offices are located outside of the United States. Our officers and the majority of our directors and some of the experts named in this document reside outside of the United States. In addition, substantially all of our assets and the assets of our officers, directors and experts are located outside of the United States. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons or enforcing any judgments obtained in U.S. courts to the extent assets located in the United States are insufficient to satisfy the judgments. In addition, original actions or actions for the enforcement of judgments of U.S. courts with respect to civil liabilities solely under the federal securities laws of the United States may not be enforceable in England.

We may be exposed to fraudulent behavior, which may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

The risk of fraud is inherent in all industries and is not specific to the shipping industry. However, historically, the shipping industry has involved an increased risk of fraud and fraudulent behavior. Potential fraud risks include purposeful manipulation and misrepresentation of financial statements, misappropriation of tangible assets, intangible assets and proprietary business opportunities, corruption including bribery and kickbacks and cyber-attacks. We have established a system of internal controls to prevent and detect fraud and fraudulent behavior, consisting of segregation of duties, authorizations for trading, purchase and approval, codes of ethics and conduct, close monitoring of our financial position and a whistleblower facility.

In September 2014 and in July 2017, we were a victim of a cyber-attack that resulted in the payment of funds to a fraudulent third party. Following the September 2014 attack, we implemented a fraud awareness campaign and instituted additional fraud prevention processes in cooperation with leading fraud prevention specialists. Cybercrime attacks could cause disclosure and destruction of business databases and could expose the Company to extortion by making business data temporarily unreadable.

However, there can be no assurance that our fraud prevention measures are sufficient to prevent or mitigate our exposure to fraud or fraudulent behavior in the future, and any such behavior can have a material adverse effect on our future performance, results of operations, cash flows and financial position.

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Breakdowns in our information technology, including as a result of cyber-attacks, may negatively impact our business, including our ability to service customers, and may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Our ability to operate our business and service our customers is dependent on the continued operation of our information technology, or IT, systems, including our IT systems that relate to, among other things, the location, operation, maintenance and employment of our vessels. Our IT systems may be compromised by a malicious third party, man-made or natural events, or the intentional or inadvertent actions or inactions by our employees or third-party service providers.   If our IT systems experience a breakdown, including as a result of cyber-attacks, our business information may be lost, destroyed, disclosed, misappropriated, altered, or accessed without consent, and our IT systems, or those of our service providers, may be disrupted.

In September 2014 and in July 2017, we were a victim of a cyber-attack that resulted in the payment of funds to a fraudulent third party. Following the September 2014 attack, we implemented a fraud awareness campaign and instituted additional fraud prevention processes in cooperation with leading fraud prevention specialists. However, as cyber-attacks become increasingly sophisticated, and as tools and resources become more readily available to malicious third parties, there can be no guarantee that our actions, security measures and controls designed to prevent, detect or respond to intrusion, to limit access to data, to prevent destruction or alteration of data or to limit the negative impact from such attacks, can provide absolute security against compromise.

Any breakdown in our IT systems, including breaches or other compromises of information security, whether or not involving a cyber-attack, may lead to lost revenues resulting from a loss in competitive advantage due to the unauthorized disclosure, alteration, destruction or use of proprietary information, including intellectual property, the failure to retain or attract customers, the disruption of critical business processes or information technology systems, and the diversion of management's attention and resources.  In addition, such breakdown could result in significant remediation costs, including repairing system damage, engaging third-party experts, deploying additional personnel, training employees, and compensation or incentives offered to third parties whose data has been compromised.  We may also be subject to legal claims or legal proceedings, including regulatory investigations and actions, and the attendant legal fees, as well as potential settlements, judgments and fines.

Even without actual breaches of information security, protection against increasingly sophisticated and prevalent cyber-attacks may result in significant future prevention, detection, response and management costs, or other costs, including the deployment of additional cyber-security technologies, engaging third-party experts, deploying additional personnel, and training employees. Further, as cyber threats are continually evolving, our controls and procedures may become inadequate and we may be required to devote additional resources to modify or enhance our systems in the future. Such expenses could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Risks Relating to Our Indebtedness

We have a significant amount of financial debt, and servicing our current or future indebtedness limits funds available for other purposes.

As of September 30, 2017, we had an interest-bearing debt, which includes mortgage debt and bank loans, finance lease liabilities and amortized bank fees of $775 million and net interest-bearing debt, which includes interest-bearing debt net of cash and cash equivalents of $627 million. While the 2015 Restructuring reduced our financial debt considerably, our financial debt continues to be significant.

We may also incur additional debt in the future. This level of debt could adversely affect ourability to obtain additional financing for working capital or other capital expenditures on favorable terms. Future creditors may subject us to certain limitations on our business and future financing activities as well as certain financial and operational covenants. Such restrictions may prevent us from taking actions that otherwise might be deemed to be in the best interest of us and our shareholders.

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Debt service obligations require us and will require us in the future to dedicate a substantial portion of our cash flows from operations to payments on principal and interest on our interest-bearing debt, which could limit our ability to obtain additional financing, make capital expenditures and acquisitions and or carry out other general corporate activities in the future. Any such obligations may also limit our flexibility in planning for, or reacting to, changes in our business and the industry where we operate or detract from our ability to successfully withstand a downturn in our business or the economy in general.

Our ability to service our debt will among other things depend on our future financial and operating performance, which will be affected by prevailing economic conditions as well as financial, business, regulatory, competitive, technical and other factors, some of which are beyond our control. If our cash flow is not sufficient to service our current or future indebtedness, we will be forced to take action such as reducing or delaying business activities, acquisitions or investments, selling assets, restructuring or seeking additional capital, which may not be available to us. We may not be able to affect any of these remedies on satisfactory terms, without the consent of our lenders or at all. Additionally, a default under any indebtedness or other financial agreement by a subsidiary may constitute an event of default under other borrowing arrangements pursuant to cross-default provisions. Our inability to service and repay our debt upon maturity could have a material adverse effect on our future performance, results of operations, cash flows and financial position and could lead to bankruptcy or other insolvency proceedings.

Our financial and operational flexibility is restricted by the covenants contained in our debt facilities, and we may be unable to comply with the restrictions and financial covenants imposed in such facilities.

Our current debt facilities impose restrictions on our financial and operational flexibility. Our debt facilities impose, and any future debt facility may impose, covenants and other operating and financial restrictions on our ability to, among other things, pay dividends, charter-in vessels, incur additional debt, sell vessels, or refrain from procuring the timely release of arrested vessels. Our debt facilities require us to maintain various financial ratios, including a specified minimum liquidity requirement, a minimum equity requirement and a collateral maintenance requirement. Our ability to comply with these restrictions and covenants is dependent on our future performance and our ability to operate our fleet and may be affected by events beyond our control, including fluctuating vessel values. We may therefore need to seek permission from our lenders in order to engage in certain corporate actions.

Failure to comply with the covenants and financial and operational restrictions under our debt facilities may lead to an event of default under those agreements. An event of default may lead to an acceleration of the repayment of debt. In addition, any default or acceleration under our existing debt facilities or agreements governing our other existing or future indebtedness is likely to lead to an acceleration of the repayment of debt under any other debt instruments that contain cross-acceleration or cross-default provisions. If all or a part of our indebtedness is accelerated, we may not be able to repay that indebtedness or borrow sufficient funds to refinance that debt which could have a material adverse effect on our future performance, results of operations, cash flows and financial position and could lead to bankruptcy or other insolvency proceedings.

Such restrictions may prevent us from taking actions that otherwise might be deemed to be in the best interest of the Company and our shareholders, and it may further affect our ability to operate our business moving forward, particularly our ability to incur debt, make capital expenditures or otherwise take advantage of potential business opportunities as they arise.

As of September 30, 2017, we were in compliance with the financial covenants contained in our debt facilities.

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Change of control and mandatory repayment provisions contained in certain of our debt facilities may lead to a foreclosure of our fleet.

The terms of certain of our debt facilities require us to repay the outstanding borrowings thereunder in full if there is a change of control, which would occur if: (i) Njord Luxco or any funds solely managed by Oaktree ceases to be able through its appointees to our Board of Directors to control our Board of Directors or ceases to own or control at least 33.34% of the maximum number of votes eligible to be cast at a general meeting, or (ii) another person or group of persons acting in concert gains direct or indirect control of more than 50% of the shares or otherwise has the power to cast more that 50% of the votes at a general meeting of the Company, appoint or remove the chairman of our Board of Directors or the majority of the members of our Board of Directors direct our operating and financial policies with which our directors are obliged to comply. Such change of control may occur as a result of either a sale of shares by Njord Luxco or by a share capital increase resulting in a dilution of Njord Luxco's shareholding in the Company.

Njord Luxco is not restricted by us from selling their shares, and there can be no assurance that they will retain their holdings in us. We can give no assurance that Njord Luxco will continue to hold a significant interest in us. Any mandatory prepayment as a result of a change of control under certain of our debt facilities could lead to the foreclosure of all or a portion of our fleet and could have a material adverse effect on our future performance, result of operations, cash flows and financial position and could lead to bankruptcy or other insolvency proceedings.

We are exposed to volatility in the USD London Interbank Offered Rate, or USD LIBOR, which could affect our profitability, earnings and cash flow.

The amounts outstanding under certain of our debt facilities have been, and amounts under additional debt facilities that we may enter in the future will generally be, advanced at a floating rate based on USD LIBOR, which has been stable since 2009, but was volatile in prior years, and will affect the amount of interest payable on our debt, and which, in turn, could have an adverse effect on our earnings and cash flow. In addition, in recent years, USD LIBOR has been at relatively low levels and may rise in the future as the current low interest rate environment comes to an end. As of September 30, 2017, we had hedged the interest rate on approximately 57% of our outstanding interest-bearing debt at an interest rate of 1.69%. While we hedge parts of our exposure to floating rate interest rates via interest rate swaps, our financial condition could be materially adversely affected at any time that we have not entered into interest rate hedging arrangements to hedge our exposure to the interest rates applicable to our debt facilities and any other financing arrangements we may enter into in the future. Moreover, even if we have entered into interest rate swaps or other derivative instruments for purposes of managing our interest rate exposure, our hedging strategies may not be effective and we may incur substantial losses which may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Risks Relating to an Investment in Our Class A common shares

The majority of our Class A common shares are held by a limited number of shareholders, which may create conflicts of interest.

As a result of the 2015 Restructuring, a large portion of our Class A common shares are beneficially held by a limited number of shareholders, including Njord Luxco, a company affiliated with Oaktree and its affiliates. Njord Luxco has become our controlling shareholder and owns approximately 39,385,624 Class A common shares, or approximately 63.5% of our issued and outstanding Class A common shares (assuming no Consideration Warrants (defined below) or Restricted Share Units (RSUs) are exercised). One or a limited number of shareholders may have the ability, either acting alone or together as a group, to influence or determine the outcome of specific matters submitted to our shareholders for approval, including the election and removal of directors, and amendments to the Articles of Association, such as changes to our issued share capital or any merger or acquisition. Our Articles of Association contain certain restrictions on us undertaking certain actions unless the approval of certain of our Directors and/or a particular majority of our shareholders is obtained. Such restrictions may hamper or impede our ability to take certain corporate actions in a timely manner or at all. This change in ownership as a result of the 2015 Restructuring and any changes to the composition of the Board of Directors may lead to material changes to our business going forward.

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In its capacity as our controlling shareholder, Njord Luxco may also have interests that differ from those of other shareholders. In addition, Njord Luxco holds the Class C share, which has 350,000,000 votes at the general meetings on specified matters, including the election of members to the Board of Directors (including the Chairman but excluding the Deputy Chairman) and certain amendments to the Articles of Association proposed by the Board of Directors. When the votes carried by the Class C share are combined with the votes carried by the Class A common shares, each held by Njord Luxco, such votes would represent approximately 94.5% of the votes that may be cast on resolutions on which the Class C share may vote.

The Class C share votes may only be cast on resolutions in respect of the appointment or removal of directors (excluding the Deputy Chairman) and certain amendments to the Articles of Association proposed by the Board of Directors. The Class C share votes may not be cast on resolutions in respect of any amendments to reserved matters, described herein, (unless those reserved matters also constitute changes to our Articles of Association on which the Class C share is entitled to vote), pre-emptive rights of shareholders, rights attached to the Class B share and other minority protection rights provisions contained in our Articles of Association. For a description of these reserved matters and other Class C share voting restrictions, see Item 10. "Additional Information—A. Share Capital —Our Shares—Class C Share". The Class C share will be automatically redeemed when Njord Luxco and its affiliates cease to beneficially own at least one third of our issued Class A common shares. The voting rights attached to the Class C share have the practical effect of allowing Njord Luxco to control our Board of Directors and to make amendments to the Articles of Association proposed by the Board of Directors, other than amendments to the minority protections, even when Njord Luxco holds only a third of our issued Class A common shares.

The interests of these shareholders may conflict with the interests of the other shareholders. In addition, conflicts of interests may exist or occur among the major shareholders themselves.

Further, Njord Luxco, companies affiliated with Njord Luxco and companies affiliated with Njord Luxco's indirect parent, Oaktree, hold substantial commercial and financial interests in other shipping companies, including companies that are active in the same markets as us and with whom we might compete from time to time. Any material conflicts of interest between us and Njord Luxco, Oaktree, and/or other shareholders may not be settled in our favor and may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

An active and liquid market for our Class A common shares may not develop or be sustained.

Prior to the effectiveness of this registration statement and successful listing of the Class A common shares on NASDAQ, TORM plc's Class A common shares have traded only on Nasdaq Copenhagen and there has been no established trading market for those shares in the United States. We intend to apply to list our Class A common shares on NASDAQ and we expect that our Class A common shares will trade on both NASDAQ and Nasdaq Copenhagen. Active, liquid trading markets generally result in lower bid ask spreads and more efficient execution of buy and sell orders for market participants. If an active trading market for our Class A common shares does not develop, the price of the Class A common shares may be more volatile and it may be more difficult and time-consuming to complete a transaction in the Class A common shares, which could have an adverse effect on the realized price of the Class A common shares. We cannot predict the price at which our Class A common shares will trade and cannot guarantee investors can sell their shares at or above the issuance price. There is no assurance that an active and liquid trading market for our common shares will develop or be sustained in the United States.

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We are an "emerging growth company" and we cannot be certain if the reduced disclosure and other requirements applicable to emerging growth companies will make our Class A common shares less attractive to investors.

We are an "emerging growth company", as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting and other requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley for up to five years. Investors may find our Class A common shares and the price of our Class A common shares less attractive because we rely, or may rely, on these exemptions. If some investors find our Class A common shares less attractive as a result, there may be a less active trading market for our Class A common shares and the price of our Class A common shares may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We currently prepare our consolidated financial statements in accordance with IFRS as issued by the IASB, which do not have separate provisions for publicly traded and private companies. However, in the event we convert to U.S. GAAP while we are still an emerging growth company, we may be able to take advantage of the benefits of this extended transition period and, as a result, during such time that we delay the adoption of any new or revised accounting standards, our consolidated financial statements may not be comparable to other companies that comply with all public company accounting standards.

We could remain an "emerging growth company" until the last day of the fiscal year following the fifth anniversary of the date we first sell our common equity securities pursuant to an effective registration statement under the Securities Act, although a variety of circumstances could cause us to lose that status earlier. For as long as we take advantage of the reduced reporting obligations, the information that we provide to shareholders may be different from information provided by other public companies.

We cannot guarantee that our Board of Directors will declare dividends.

Our Board of Directors may, in its sole discretion, from time to time, declare and pay cash dividends in accordance with our Articles of Association, applicable law and in accordance with loan agreements. We can only distribute dividends to shareholders out of funds legally available for such payments. Our Board of Directors makes determinations regarding the payment of dividends in their sole discretion, and there is no guarantee that we will be able to or decide to pay dividends to shareholders in the future. In addition, our dividend policy provides that up to 50% of the net profit for the financial year, payable on a quarterly basis, may be distributed as a dividend. On May 12, 2016, we announced a new distribution policy, pursuant to which we intend to distribution 25-50% of our net income on a semi-annual basis. In September 2016, we distributed a dividend of an aggregate amount of $25 million, or approximately $0.40 per share, to shareholders. In September 2017, we distributed to shareholders a dividend of an aggregate amount of approximately $1.2 million, or $0.02 per share, which dividend amount corresponds to approximately 42% of our net income for the six months ended June 30, 2017. No other dividends or distributions have been declared or paid through the date hereof.

In addition, the markets in which we operate our vessels are volatile, and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period. We may also incur expenses or liabilities or be subject to other circumstances in the future that reduce or eliminate the amount of cash that we have available for distribution as dividends, including as a result of the risks described herein. If additional financing is not available to us on acceptable terms, our Board of Directors may determine to finance or refinance acquisitions with cash from operations, which would reduce the amount of any cash available for the payment of dividends. See Item 8. "Financial Information—A. Consolidated Statements and Other Financial Information—Distribution Policy".

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Issuances of new shares or other securities may lead to dilution of shareholders.

As of September 30, 2017, we had 4,787,692 warrants outstanding with each warrant being convertible into one A share, par value $0.01 per share, against payment of a subscription price in cash to us of DKK 96.3. The warrants can be exercised until July 13, 2020. In accordance with our remuneration policy, our Board of Directors has, as part of the long-term incentive program, granted certain members of our management and employees Restricted Share Units, or RSU, in the form of restricted stock options. The RSUs aim at incentivizing the employees to seek to improve the performance of the Company and thereby our share price for the mutual benefit of themselves and our shareholders. A total of 2,994,009 RSUs have been granted in 2016 and 2017 (through September 30, 2017), of which 2,611,209 are outstanding as of September 30, 2017. Subject to vesting, each RSU entitles the holder to acquire one Class A common share. The RSUs will vest over a three to five-year period from the grant date with an exercise price for each Class A common share of DKK 93.6. The exercise price on the RSUs may be adjusted by the Board of Directors to reflect dividend payments made to shareholders. Assuming the exercise of all of our outstanding warrants and full vesting and exercise of our outstanding RSUs, this would result in the issuance of 7,398,901 additional Class A common shares representing approximately 11% of our issued and outstanding Class A common shares. The exercise of some or all of these securities as well as issuance of new securities will result in the dilution of the shareholdings of our shareholders from time to time.

Our share price may be highly volatile, and future sales of our Class A common shares could cause the market price of our Class A common shares to decline.

The market price of TORM A/S' and TORM plc's shares, as applicable, has historically fluctuated over a wide range and may continue to fluctuate significantly in response to many factors, such as actual or anticipated fluctuations in our operating results, changes in financial estimates by securities analysts, economic and regulatory trends, general market conditions, rumors and other factors, many of which are beyond our control. Since 2008, the stock market has experienced extreme price and volume fluctuations. If the volatility in the market continues or worsens, it could have a material adverse effect on the market price of our Class A common shares and impact a potential sale price if holders of our Class A common shares decide to sell their shares.

In addition, a large proportion of our Class A common shares are held by a limited number of shareholders. A potentially limited free float due to shareholder concentration may have a negative impact on the liquidity of our Class A common shares and may result in a low trading volume, which could have an adverse effect on the market price and result in increased volatility.

Further, future sales or availability for sale of our Class A common shares may materially affect the price of our Class A common shares. Sales of substantial amounts of Class A common shares, including sales by Njord Luxco, or the perception that such sales could occur, may adversely affect the market price of our Class A common shares.

Future issues of new shares or other securities may be restricted.

According to our Articles of Association, certain issuances of shares, warrants, debt instruments or other securities convertible into or exchangeable for shares without giving effect to pre-emption rights require consent from shareholders representing 95% or more of the votes cast at the relevant general meeting. Further, certain reserved matters require approval by either the majority of the members of the Board of Directors (including the Chairman and the Deputy Chairman (or their respective alternates) or, in circumstances where the Deputy Chairman (or his alternate) has either not voted in favor of any such matter or did not attend the meeting of the Board of Directors at which such matter was considered, or any such matter has been put to a shareholder vote, by shareholders representing at least 70% or 86% of our issued Class A common shares, as applicable. These restrictions may limit our financial and operational flexibility, including our ability to raise funds on the equity capital markets, and could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

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Future issuances and sales of our Class A common shares could cause the market price of our Class A common shares to decline.

As of September 30, 2017, our issued (and fully paid up) share capital is $622,988.48 which is represented by 62,298,846 Class A common shares, one Class B share and one Class C share. Issuances and sales of a substantial number of Class A common shares in the public market, or the perception that these issuances or sales could occur, may depress the market price for our Class A common shares. Such sales could also impair our ability to raise additional capital through the sale of our equity securities in the future. Our shareholders may incur dilution from any future equity offering.

Risks Related to Being an English Company Listing Class A common shares

The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation organized in Delaware.

We are incorporated under the laws of England and Wales. The rights of holders of our Class A common shares are governed by English law, including the provisions of the U.K. Companies Act 2006, or the U.K. Companies Act, and by our Articles of Association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations organized in Delaware. The principal differences are set forth in "Certain U.K. Company Considerations."

U.S. investors may have difficulty enforcing civil liabilities against the Company, our directors or members of senior management and the experts named in this registration statement.

We are incorporated under the laws of England and Wales. Several of our directors reside outside the United States and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may be difficult for you to serve legal process on us or our directors or have any of them appear in a U.S. court. The United States and the United Kingdom do not currently have a treaty providing for the recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. The enforceability of any judgment of a U.S. federal or state court in the United Kingdom will depend on the laws and any treaties in effect at the time, including conflicts of laws principles (such as those bearing on the question of whether a U.K. court would recognize the basis on which a U.S. court had purported to exercise jurisdiction over a defendant). In this context, there is doubt as to the enforceability in the United Kingdom of civil liabilities based solely on the federal securities laws of the United States. In addition, awards for punitive damages in actions brought in the United States or elsewhere may be unenforceable in the United Kingdom. An award for monetary damages under the U.S. securities laws would likely be considered punitive if it did not seek to compensate the claimant for loss or damage suffered and was intended to punish the defendant.

Civil liabilities based upon the securities and other laws of the United States may not be enforceable in original actions instituted in England or in actions instituted in England to enforce judgments of U.S. courts.

Civil liabilities based upon the securities and other laws of the United States may not be enforceable in original actions instituted in England or in actions instituted in England to enforce judgments of U.S. courts. Actions for the enforcement of judgments of U.S. courts might be successful only if the English court confirms the jurisdiction of the U.S. court and is satisfied that:

· the effect of the enforcement judgment is not manifestly incompatible with English public policy or natural justice;

· the judgment was not obtained on the basis of fraud;

· the judgment did not violate the human rights of the defendant;

· the judgment is final and conclusive;

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· the judgment is not incompatible with a judgment rendered in England or with a subsequent judgment rendered abroad that might be enforced in England;

· a claim was not filed outside England after the same claim was filed in England, while the claim filed in England is still pending;

· the English courts did not have exclusive jurisdiction to rule on the matter; and

· the judgment submitted to the English court is authentic.

English law and provisions in our Articles of Association may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our shareholders, and may prevent attempts by our shareholders to replace or remove our current management.

Certain provisions of English law and our Articles of Association may have the effect of delaying or preventing a change in control of us or changes in our management. For example, English law and our Articles of Association include provisions that establish an advance notice procedure for shareholder approvals to be brought before a general meeting of our shareholders, including proposed nominations of persons for election to our Board of Directors. Such provisions could delay or prevent hostile takeovers and changes in control or changes in our management. In addition, these provisions may adversely affect the market price of our Class A common shares or inhibit fluctuations in the market price of our Class A common shares that could otherwise result from actual or rumored takeover attempts.

The U.K. City Code on Takeovers and Mergers, or the Takeover Code, applies to the Company. If at the time of a takeover offer the Takeover Code still applies, we would be subject to a number of rules and restrictions, including but not limited to the following: (i) our ability to enter into deal protection arrangements with a bidder would be extremely limited; (ii) we might not, without the approval of our shareholders, be able to perform certain actions that could have the effect of frustrating an offer, such as issuing shares or carrying out acquisitions or disposals; and (iii) we would be obliged to provide equality of information to all bona fide competing bidders.

Njord Luxco holds over 50% of our voting share capital, and therefore, if the Takeover Panel were to determine that we were subject to the Takeover Code, Njord Luxco would be able to increase its aggregate holding in us without triggering the requirement under Rule 9 of the Takeover Code to make a cash offer for the outstanding shares in the Company.

The United Kingdom has formally initiated the withdrawal process from European Union and the implications for the laws and regulation in the United Kingdom and the impact on the global economy are uncertain.

In June 2016, a majority of voters in the United Kingdom elected to withdraw from the European Union in a national referendum (informally known as Brexit). The referendum was advisory, and the terms of any withdrawal are subject to a negotiation period that could last two years after the government of the United Kingdom formally initiated the withdrawal process by invoking Article 50 of the Treaty on European Union on 29 March 2017. It is not clear what impact this will have on the conduct of cross-border business. The referendum result has created significant uncertainty about the future relationship between the United Kingdom and the European Union, including with respect to the laws and regulations that will apply to the United Kingdom in the event of a withdrawal. The UK's exit from the EU could materially change the regulatory and tax framework applicable to the Company. These developments have had and may continue to have a material adverse effect on global economic conditions. The withdrawal of the United Kingdom from the EU may lead to a downturn across the European economies and there is a risk that other countries in the European Union will look to hold referendums on whether to stay in or leave the EU. In addition, there are increasing concerns that these events might push the UK, Eurozone and/or United States into an economic recession. Although it is too early to anticipate what these developments and impacts will be, the Group considers that the potential effects of Brexit could have unpredictable consequences for financial markets and may adversely affect our future performance, results of operations, cash flows and financial position.

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We are subject to data protection laws under U.K. legislation, and any breaches of such legislation could adversely affect our business, reputation, results of operations and financial condition.

Our ability to obtain, retain and otherwise manage personal data is governed by data protection and privacy requirements and regulatory rules and guidance. In the UK, we must comply with the Data Protection Act 1998 in relation to processing certain personal data. The application of data privacy laws is often uncertain, and as business practices are challenged by regulators, private litigants and consumer protection agencies, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data protection practices. Additionally, under European data protection laws, distributing personal data into the United States may constitute an offense. Any breaches of such legislation could have a material adverse effect on our business, reputation, results of operations and financial condition.

Pre-emption rights for U.S. and other non-U.K. holders of shares may be unavailable.

In the case of certain increases in our issued share capital, under English law, existing holders of shares are entitled to pre-emption rights to subscribe for such shares, unless shareholders dis-apply such rights by a special resolution at a shareholders' meeting. These pre-emption rights have been disapplied by TORM plc's shareholders in respect of certain new issuances, see Item 10. "Additional Information—A. Share Capital", and we shall propose equivalent resolutions in the future once the initial period of dis-application has expired. In any event, U.S. holders of common shares in U.K. companies are customarily excluded from exercising any such pre-emption rights they may have, unless a registration statement under the Securities Act is effective with respect to those rights, or an exemption from the registration requirements thereunder is available. We do not intend to file any such registration statement, and we cannot assure prospective U.S. investors that any exemption from the registration requirements of the Securities Act or applicable non-U.S. securities laws would be available to enable U.S. or other non-U.K. holders to exercise such pre-emption rights or, if available, that we will utilize any such exemption.

We are and will be subject to the UK Bribery Act, the U.S. Foreign Corrupt Practices Act and other anti-corruption laws as well as export control laws, customs laws, sanctions laws and other laws governing our operations. If we fail to comply with these laws, we could be subject to civil or criminal penalties, other remedial measures, and legal expenses, which could adversely affect our business, results of operations and financial condition.

Our operations are and will be subject to anti-corruption laws, including the UK Bribery Act 2010, or the Bribery Act, the U.S. Foreign Corrupt Practices Act, or the FCPA, and other anti-corruption laws that apply in countries where we do business. The Bribery Act, FCPA and these other laws generally prohibit us and our employees and intermediaries from bribing, being bribed or making other prohibited payments to government officials or other persons to obtain or retain business or gain some other business advantage. We and our commercial partners operate in a number of jurisdictions that may pose a risk of potential Bribery Act or FCPA violations, and we participate in collaborations and relationships with third parties whose actions could potentially subject us to liability under the Bribery Act, FCPA or local anti-corruption laws. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our internal operations might be subject or the manner in which existing laws might be administered or interpreted.

We are also subject to other laws and regulations governing our international operations, including regulations administered by the governments of the United Kingdom and the United States, and authorities in the European Union, including applicable export controls, economic sanctions on countries or persons, customs requirements, anti-boycott requirements and currency exchange regulations (collectively, "Trade Control Laws").

While we maintain policies and procedures reasonably designed to ensure compliance with applicable anti-corruption laws and Trade Control Laws, there is no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption laws, including the Bribery Act, the FCPA or other legal requirements, including Trade Control Laws. If we are not in compliance with the Bribery Act, the FCPA and other anti-corruption laws or Trade Control Laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of the Bribery Act, the FCPA, other anti-corruption laws or Trade Control Laws by UK, U.S. or other authorities could also have a material adverse impact on our reputation, our future performance, results of operations, cash flows and financial position.

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Our tax liabilities may change in the future.

While we believe that being incorporated in England and Wales and resident for tax purposes in the United Kingdom should help us maintain a competitive worldwide effective corporate tax rate, we cannot give any assurance as to what our effective tax rate will be. This is, among other things, because of uncertainties regarding the tax policies of all the jurisdictions where we operate our business and uncertainties regarding the application to our structure, which is complex, of the tax laws of various jurisdictions, including, without limitation, Denmark, the United States and the United Kingdom. Because of this uncertainty, our actual effective tax rate may vary from our expectation and that variance could be material. The G20 and the Organization for Economic Co-Operation and Development is currently focused on the taxation of multinational corporations as part of the Base Erosion and Profit Shifting Project, or BEPS. The implementation of BEPS outcomes in the jurisdictions in which we operate may have an impact on our effective tax rate, which, in turn, could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

TORM plc and certain of its subsidiaries have entered and may in the future enter into internal agreements which must be at market value or on terms no more favorable than would have been agreed if the transaction was not conducted on an intra-group basis.

We have global operations and the functions related to owning and operating a global scale product tanker fleet are spread across various subsidiaries, including crewing, technical maintenance, chartering and ownership of vessels. Cross-border business within our foreign subsidiaries and TORM plc can be complicated. We will likely enter into further agreements by and among our subsidiaries on the one hand and TORM plc on the other hand in the future. To ensure compliance with transfer pricing regulations such transaction must in general be conducted on arm's length basis. We believe that these transactions are on arm's length terms, but no assurance can be given that we would not have been able to secure more favorable terms from third parties.

Regarding any cross-border transactions, we may face significant compliance challenges with the regulations and administrative requirements around transfer pricing, since they differ from country to country. Tax authorities are increasingly sophisticated in the way they operate and are focusing more closely on transfer pricing in companies that transact cross-border business.

Tax consequences related to the 2015 Restructuring could increase our tax burden and could have a material adverse effect on our financial position.

The debt write-down and conversion of debt that occurred as part of the 2015 Restructuring is considered a debt forgiveness for Danish tax purposes. The debt forgiveness will not result in taxes being payable by us provided that the debt forgiveness can be classified as a comprehensive agreement between us and our creditors, and provided that the debt forgiveness takes place on normal market terms as applied between unrelated parties.

If the debt forgiveness is classified as a comprehensive agreement, the gain on the debt forgiveness realized by us will not be taxable. If the debt forgiveness is classified as singular debt forgiveness, however, the gain on the debt forgiveness will be taxable to us. This classification determination is based on a number of factors, including the percentage of the creditors of the unsecured debt who participated in the debt forgiveness. Because the 2015 Restructuring was a complex transaction, the evaluation of whether it was entered into on normal market terms consequently requires judgment.

Management expects that the debt forgiveness will be classified as a comprehensive agreement between us and our creditors, and that it is entered into on normal market terms. In the event that this is not the case, it could increase our overall tax burden and could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

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The Danish Tax Authorities may challenge whether TORM plc is entitled to Danish withholding tax exemption on dividends from TORM A/S.

TORM plc is a tax resident of the United Kingdom and owns 100% of the shares of TORM A/S and should as a starting point be entitled to the benefits under the EU Parent/Subsidiary Directive (2011/96/EU) although it is not currently clear whether similar provisions would continue to apply following the United Kingdom's intended departure from the European Union.

However, TORM plc should be entitled to the benefit of the double tax treaty entered into between Denmark and the United Kingdom. The double tax treaty reduces dividend withholding tax to nil for wholly-owned subsidiaries (where the relevant conditions are satisfied) and its protection would, in principle, be available regardless of the United Kingdom's departure from the European Union. In order for the double tax treaty to apply, TORM plc must be considered the beneficial owner of the dividends and is not subject to Danish anti-abuse rules. We believe that the group structure, the level of business activity carried out in the United Kingdom by TORM plc, the economic risk of TORM plc, and TORM plc's right to dispose of dividends received, justify that TORM plc is the beneficial owner of dividends received from TORM A/S, that TORM plc is not a conduit entity and that Danish anti-abuse rules should not apply.

Consequently, we believe that dividends distributed from TORM A/S to TORM plc should be exempt from Danish dividend withholding tax according to either the application of the EU Parent/Subsidiary Directive (2011/96/EU) or the double tax treaty entered into between Denmark and the United Kingdom (so long as a claim is made and the treaty relief is granted). If the provisions of the EU Parent/Subsidiary Directive (2011/96/EU) did not apply and not all of the applicable conditions in the double tax treaty between the United Kingdom and Denmark are fulfilled, Danish withholding taxes of 27% (potentially reduced to 22%) will be triggered on such dividend distributions.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

TORM plc is a public limited company that was incorporated under the laws of England and Wales on October 12, 2015 under the name Anchor Admiral Limited company number 09818726. Anchor Admiral Limited was renamed TORM Limited on November 26, 2015, and TORM Limited was renamed to TORM plc on January 20, 2016. TORM plc's registered office is at Birchin Court, 20 Birchin Lane, London, EC3V 9DU, United Kingdom. Our telephone number at this address is +44 203 713 4560. Our main commercial and technical activities are managed out of our office at Tuborg Havnevej 18, DK-2900 Hellerup, Denmark. Our telephone number at that address is +45 39 17 92 00. We also have offices located in Mumbai (India), Manila (the Philippines), Cebu (the Philippines), Singapore (Singapore) and Houston (Texas, USA). Our website is www.torm.com. The information contained on our website is not a part of this registration statement.As of September 30, 2017, we employed approximately 293 people in our offices worldwide and approximately 3,240 seafarers.

We are one of the world's largest carriers of refined oil products. Our activities are primarily the transportation of clean petroleum products, such as gasoline, jet fuel, kerosene, naphtha and gas oil, and occasionally dirty petroleum products, such as fuel oil. We are active in all larger vessel segments of the product tanker market from Handysize to Long Range 2 (LR2) tankers. Our current operating fleet is comprised of 77 vessels with an aggregate capacity of approximately 4,365,117 dwt, consisting of seven owned Long Range 2 (LR2) tankers, seven owned Long Range 1 (LR1) tankers, 50 owned Medium Range (MR) tankers, nine owned Handysize tankers, and three LR2 vessels and two MR vessels which we charter-in on bareboat charters. In addition, we have eight newbuildings currently under construction and options to purchase an additional ten product tanker newbuildings.

We have an extensive in-house operating and management platform which performs commercial, administrative and technical management for our vessels. Through this integrated platform, we handle the commercial management of all our vessels and the technical management of all our owned vessels, other than three vessels managed by an unaffiliated third party. In addition, we conduct all vessel sale and purchase activities in-house, leveraging relationships with shipbrokers, shipyards, financial institutions and other shipowners.

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Our current business model focuses on employing our vessels in the spot market. During 2016, our vessels were employed in the spot market for approximately 91% of our Available Earning Days, which we define as the total number of days in a period when a vessel is ready and available to perform a voyage, that is the vessel is not off-hire or in dry-dock, and had coverage. As of June 30, 2017, we had coverage for 21% of our Available Earning Days for the second half of 2017 at a TCE rate of $16,046 per day. The term "coverage" as used above and throughout this registration statement refers to the percentage of Available Earning Days in a stated period for which our vessels are fixed pursuant to vessel employment agreements into which we have already entered.

During 2016, we achieved TCE earnings of $458 million, Adjusted EBITDA of $200 million and Loss Before Tax of $142 million, including an impairment loss of $185 million.  See Item 5. "Operating and Financial Review and Prospects—Non-IFRS Measures".

History of the Company

TORM A/S was founded in 1889 by Captain Ditlev E. Torm and Christian Schmiegelow. In our first 10 years of existence, TORM A/S' fleet grew to four vessels, and in 1905 the Company was listed on the Copenhagen Stock Exchange, the predecessor of Nasdaq Copenhagen.

In the 1910s, TORM A/S began to operate international voyages and expanded its activities with the order of its first refrigerated vessel in the 1920s and the delivery of its first motorized ship in 1933. During World War II, TORM A/S lost 13 vessels and 41 employees but, following the end of the war, quickly recovered and increased the number of routes it operated. During the period from 1950 to 1990, TORM A/S was active within the consolidation of the product tanker market, and continued efficiency improvements secured TORM A/S a leading position in that market. In the early 2000s, TORM A/S divested its liner and offshore marine service activities.

In the period from 2006 to 2008, TORM A/S focused on increasing the size of its fleet, ordering 19 newbuildings and chartering in 21 vessels on long-term contracts. In 2007, TORM A/S acquired the U.S. shipping company OMI Corporation (in collaboration with Teekay Shipping Corporation) and acquired 26 product tankers, of which 11 were Medium Range (MR) tankers, 13 were Handysize tankers and two were Long Range 1 (LR1) tankers.

During the financial crisis and the slowdown of the global economy starting in late 2008, which resulted in low freight rates and depressed vessel values, TORM A/S' financial situation gradually deteriorated. As a consequence, in November 2012, we entered into restructuring agreements with our secured creditors and certain of our time charter-in counterparties. We refer to these transactions as the "2012 Restructuring". The 2012 Restructuring provided for the deferral of bank debt, new liquidity and substantial savings from the restructured time chartered-in fleet, however, it did not reduce the amount of vessel financing, which resulted in a high leverage. In addition, certain specific option rights were agreed upon with three bank groups that triggered a sales process for 22 vessels and repayment of the related debt. All options were exercised with subsequent vessel sales to Njord Luxco in April 2013, November 2013 and March 2014. Following the 2012 Restructuring, the depressed freight rate environment for product tankers and bulk carriers (our ownership of which we have since phased out) continued. In mid-2013, we initiated a process to recapitalize the Company, which lead to the 2015 Restructuring.

On July 13, 2015, or the Restructuring Completion Date, we completed the 2015 Restructuring, which was governed by a restructuring agreement by and between TORM A/S, three entities owned by funds managed by Oaktree, and certain of our pre-2015 Restructuring lenders, which we refer to as the Participating Lenders, dated March 27, 2015, or the Restructuring Agreement, which was approved and administered through the English High Court. As part of the 2015 Restructuring, we acquired the entire outstanding share capital of Njord from Njord Luxco, a company owned by funds managed by Oaktree, which we refer to as the "Combination", and restructured TORM A/S' balance sheet to reduce our loan-to-value ratio from approximately 164% to 51% at the Restructuring Completion Date. The net result of the 2015 Restructuring was that the Participating Lenders received approximately 99% of TORM A/S' share capital, comprised of Danish A shares and warrants, or the Consideration Warrants, in consideration for the write-down of $536 million of our pre-2015 Restructuring indebtedness following which the Group's wholly-owned fleet increased to 74 vessels, including the 25 product tankers, or the Njord Acquisition Vessels, acquired from Njord, and contracts for the construction of six MR product tanker newbuildings, or the OCM Newbuildings, which were delivered to us in 2015 and 2016, and Njord Luxco, a company controlled by Oaktree, then became our majority shareholder.

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As a result of the 2015 Restructuring and the Exchange Offer (discussed below), our largest shareholder is Njord Luxco, a company controlled by Oaktree that holds approximately 63.5% of our Class A common shares, excluding the voting rights associated with the C share that it holds which relate to election and dismissal of members of the Board of Directors and certain amendments to our Articles of Association. As part of the 2015 Restructuring, with the approval of our shareholders, TORM A/S implemented new corporate governance provisions, including certain minority shareholder protection rights, and amended TORM A/S' Articles of Association to include certain authorizations to TORM A/S' Board of Directors, including an authorization to increase our share capital. See Item 7. "Major Shareholders and Related Party Transactions" and Item 10. " Additional Information".

Dry Bulk Activity Phase Out

In November 2015, upon our sale and delivery of our remaining two Panamax vessels, TORM Anholt and TORM Bornholm, we phased out all of our drybulk activities to strategically focus solely on the product tanker sector.

Exchange Offer, Redomiciliation and Current Corporate Structure

On April 15, 2016, TORM established a new corporate structure of the TORM Group including the insertion of a publicly-held parent company incorporated under the laws of England and Wales, TORM plc. TORM plc's Class A common shares were listed on Nasdaq Copenhagen on April 19, 2016, and TORM A/S' Danish A shares were delisted from Nasdaq Copenhagen on April 26, 2016. We refer to this as the Redomiciliation.

To effect the Redomiciliation, we commenced an Exchange Offer, which closed on April 15, 2016, pursuant to which TORM plc effectively acquired all of the outstanding securities of TORM A/S in exchange for the securities of TORM plc. A total of 97.6% of TORM A/S' shareholders exchanged their shareholdings to TORM plc in the Exchange Offer. Following the closing of the Exchange Offer, TORM plc exercised its statutory right under the Danish Companies Act to acquire the remaining 2.4% unexchanged shares from TORM A/S' minority shareholders in a squeeze-out transaction for a total cash consideration of approximately $19 million. In addition, all TORM A/S warrant holders exchanged their warrants on a one-for-one basis for warrants of TORM plc. At the closing of the Exchange Offer and the Redomiciliation, our share capital consisted of 62,298,846 Class A common shares, par value $0.01 per share, one B share, par value $0.01 per share, one C share, par value $0.01 per share and 50,000 redeemable shares of GBP 1.00 per share, which we subsequently redeemed in September 2016. For more information on our share capital, see Item 10. "Additional Information—A. Share Capital".

Proposed Listing on NASDAQ

We intend to apply to list our currently outstanding Class A common shares, registered hereby, for trading on NASDAQ under the symbol "TRMD" promptly after the effectiveness of this registration statement. Upon the commencement of trading on NASDAQ our Class A common shares may be traded on both NASDAQ and Nasdaq Copenhagen. All of our outstanding Class A common shares will be identified by CUSIP G89479 102 and ISIN GB00BZ3CNK81.

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B. Business Overview

Our Fleet

The following table set forth summary information regarding our fleet of owned product tankers, including the vessels that we charter in as of September 30, 2017:

Vessel Name	Type	DWT	Year Built	Shipyard(1)
Owned On-the-Water Product Tanker Vessels
TORM Kristina	LR2	99,999	1999	Halla
TORM Gudrun	LR2	99,965	2000	Hyundai
TORM Ingeborg	LR2	99,999	2003	Samho
TORM Valborg	LR2	99,999	2003	Samho
TORM Marina	LR2	109,672	2007	Dalian New
TORM Maren	LR2	109,672	2008	Dalian New
TORM Mathilde	LR2	109,672	2008	Dalian New
TORM Sara	LR1	72,718	2003	Samsung
TORM Estrid	LR1	74,999	2004	Hyundai
TORM Emilie	LR1	74,999	2004	Hyundai
TORM Ismini	LR1	74,999	2004	Hyundai
TORM Signe	LR1	72,718	2005	Samsung
TORM Sofia	LR1	72,660	2005	Samsung
TORM Venture	LR1	73,700	2007	New Century
TORM Gunhild	MR	44,999	1999	Halla
TORM Neches	MR	47,052	2000	Onomichi
TORM Clara	MR	44,999	2000	Daedong
TORM Cecilie	MR	44,999	2001	STX
TORM Amazon(2)	MR	47,275	2002	Onomichi
TORM San Jacinto	MR	47,038	2002	Onomichi
TORM Gertrud	MR	45,990	2002	STX
TORM Gerd	MR	45,960	2002	STX
TORM Caroline	MR	44,999	2002	STX
TORM Moselle	MR	47,024	2003	Onomichi
TORM Rosetta	MR	47,015	2003	Onomichi
TORM Carina	MR	46,219	2003	STX
TORM Freya	MR	45,990	2003	STX
TORM Thyra	MR	45,950	2003	STX
TORM Camilla	MR	44,990	2003	STX
TORM Horizon	MR	46,955	2004	Hyundai Mipo
TORM Resilience	MR	49,999	2005	STX
TORM Thames	MR	47,036	2005	Hyundai Mipo
TORM Helvig	MR	46,187	2005	STX
TORM Ragnhild	MR	46,187	2005	STX
TORM Eric	MR	51,266	2006	STX
TORM Platte	MR	46,959	2006	Hyundai Mipo
TORM Kansas	MR	46,955	2006	Hyundai Mipo
TORM Republican	MR	46,955	2006	Hyundai Mipo
TORM Loke	MR	51,372	2007	SLS
TORM Hardrada	MR	45,983	2007	Shin Kurushima
TORM Lene	MR	49,999	2008	GSI
TORM Laura	MR	49,999	2008	GSI
TORM Lotte	MR	49,999	2009	GSI
TORM Louise	MR	49,999	2009	GSI
TORM Lilly	MR	49,999	2009	GSI
TORM Alice	MR	49,999	2010	GSI

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Vessel Name	Type	DWT	Year Built	Shipyard(1)
Owned On-the-Water Product Tanker Vessels
TORM Alexandra	MR	49,999	2010	GSI
TORM Aslaug	MR	49,999	2010	GSI
TORM Agnete	MR	49,999	2010	GSI
TORM Almena	MR	49,999	2010	GSI
TORM Atlantic	MR	49,999	2010	GSI
TORM Agnes	MR	49,999	2011	GSI
TORM Amalie	MR	49,999	2011	GSI
TORM Arawa	MR	49,999	2012	GSI
TORM Anabel	MR	49,999	2012	GSI
TORM Astrid	MR	49,999	2012	GSI
TORM Thor	MR	49,842	2015	Sungdong
TORM Timothy	MR	49,842	2015	Sungdong
TORM Thunder	MR	49,842	2015	Sungdong
TORM Titan	MR	49,842	2016	Sungdong
TORM Torino	MR	49,842	2016	Sungdong
TORM Troilus	MR	49,842	2016	Sungdong
TORM Sovereign	MR	50,000	2017	Hyundai Mipo
TORM Supreme	MR	50,000	2017	Hyundai Mipo
TORM Rhone(3)	Handysize	35,770	2000	Daedong
TORM Ohio	Handysize	37,278	2001	Hyundai Mipo
TORM Charente	Handysize	35,751	2001	Daedong
TORM Garonne	Handysize	37,178	2004	Hyundai Mipo
TORM Loire	Handysize	37,106	2004	Hyundai Mipo
TORM Saone	Handysize	36,986	2004	Hyundai Mipo
TORM Tevere	Handysize	37,383	2005	Hyundai Mipo
TORM Gyda	Handysize	36,207	2009	Hyundai Mipo
Chartered-in Product Tanker Vessels
TORM Helene(5)	LR2	99,999	1997	Hyundai
TORM Margrethe(4)	LR2	109,672	2006	Dalian New
TORM Marie(4)	LR2	109,647	2006	Dalian New
TORM Vita(5)	MR	45,990	2002	STX
TORM Mary(5)	MR	44,990	2002	STX
Newbuildings
TORM Herdis	LR2	114,000	Exp. 2017	GSI
TORM Hermia	LR2	114,000	Exp. 2018	GSI
TORM Hellerup	LR2	114,000	Exp. 2018	GSI
TORM Hilde	LR2	114,000	Exp. 2018	GSI
Hull no. 15121034	MR	49,999	Exp. 2019	GSI
Hull no. 15121035	MR	49,999	Exp. 2019	GSI
Hull no. 15121036	MR	49,999	Exp. 2019	GSI
Hull no. 15121037	MR	49,999	Exp. 2019	GSI

_______________________

⁽¹⁾ As used in this registration statement, Hyundai refers to Hyundai Heavy Industries Co. Ltd.; Halla refers to Halla Engineering & Heavy Industries, South Korea; Samho refers to Hyundai Samho Heavy Industries Co. Ltd.; Dalian New refers to Dalian Shipbuilding Industry, China; New Century refers to New Century Shipbuilding Co. Ltd.; Onomichi refers to Onomichi Dockyard, Japan; Daedong refers to Daedong Shipbuilding, South Korea; STX refers to STX Offshore and Shipbuilding Co. Ltd.; Hyundai Mipo refers to Hyundai Mipo Dockyard Co. Ltd.; Shin Kurushima refers to Shin Kurushima Dockyard Co. Ltd., Japan; SLS refers to SLS Shipbuilding Co. Ltd. Tongyeong, South Korea; and GSI refers to Guangzhou Shipyard International Co., Ltd.

⁽²⁾ Vessel was operated through a finance lease until the expiration of the charter-in agreement on September 8, 2017, at which time we repaid the finance lease in full and purchased the vessel pursuant to our obligation under the terms of the finance lease.

⁽³⁾ Vessel is sold and is expected to be delivered to the new owners during the first quarter of 2018.

⁽⁴⁾ Vessel is chartered-in on bareboat charter with an expected redelivery date in June 2018. Accounted for as an operational lease.

⁽⁵⁾ Vessels were sold and leased back on bareboat charter with a contract expiration in 2022. We have a purchase option for the individual vessels. The vessels are accounted for as financial lease.

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Fleet Development

Vessel Acquisitions

On September 23, 2015, as part of our planned product tanker fleet renewal, we entered into memoranda of agreement to purchase three second-hand MR product tankers (TORM Loke built in 2012, TORM Atlantic built in 2010 and TORM Astrid built in 2012), or the MR Acquisition Vessels, for an aggregate purchase price of approximately $79 million. We financed the acquisition of these vessels with cash from operations and borrowings under a new secured loan facility with Danske Bank A/S, or Danske Bank, which provided us with borrowings of up to $27 million, or the Danske Bank Facility, which we repaid in full in 2016. We took delivery of the MR Acquisition Vessels in the fourth quarter of 2015.

On November 30, 2015, we entered into contracts with Guangzhou Shipyard International Co., Ltd., or GSI, for the construction of four LR2 vessels, or the LR2 Product Tanker Newbuildings, and options to purchase an additional six vessels of a size to be determined by us, or the LR Option Vessels. As of September 30, 2017, we were obligated to pay approximately $128 million in remaining installment payments due under these newbuilding contracts, which we expect to fund with cash from operations and anticipated borrowings of up to $115 million under a secured loan facility with The Export-Import Bank of China, or the CEXIM Facility, which we entered into on July 8, 2016. The LR2 Product Tanker Newbuildings are expected to be delivered to us between the fourth quarter of 2017 and the third quarter of 2018, with the LR Option Vessels available for delivery between the third and fourth quarter of 2019. We have not secured financing in connection with the LR Option Vessels.

On July 24, 2017, we entered into contracts with GSI for the purchase of construction contracts for four fuel-efficient MR vessels under construction at GSI, or the GSI MR Resale Vessels, and the option to purchase up to four additional MR vessels, or the MR Option Vessels. The GSI MR Resale Vessels have an expected delivery in 2019. The MR Option Vessels, if our purchase options are exercised, are also available for delivery in 2019.

On August 3, 2017, we entered into contracts with Hyundai Mipo for the purchase of construction contracts for two MR vessels then under construction at Hyundai Mipo, or the Hyundai Mipo MR Resale Vessels, which, together with the GSI MR Resale Vessels, we refer to as the MR Resale Vessels. The Hyundai Mipo MR Resale Vessels were delivered to us in September 2017.

The aggregate purchase price of the MR Resale Vessels was $185 million. We expect to finance the purchase price of the GSI MR Resale Vessels with cash from operations and from additional borrowings from Danish Ship Finance A/S, or DSF, for which we entered into a secured loan agreement on September 20, 2017 for a new tranche of borrowings which was consolidated with our existing facility with DSF (as amended and restated, the DSF Facility). We financed the purchase price of the Hyundai Mipo MR Resale Vessels with cash from operations and from borrowings from ING Bank NV under a secured term loan facility, or the ING Facility, which we entered into on September 8, 2017. We expect these financings to cover approximately 66% of the aggregate purchase of the MR Resale Vessels. We have not yet secured financing in connection with the MR Option Vessels.

For information about our financing agreements and the financing agreements into which we expect to enter, see Item 5. "Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Our Financing Agreements"

Vessel Dispositions

During the first quarter of 2017, we sold TORM Anne(built in 1999), in the second quarter of 2017, we sold TORM Madisonand TORM Trinity(both built in 2000), in the third quarter of 2017, we sold TORM Fox (built in 2005) and in the fourth quarter of 2017, we sold TORM Rhone (built in 2000). We sold these five vessels for aggregate proceeds of $39 million and, we have delivered the first four vessels to their respective buyers and expect to deliver the last vessel in the first quarter of 2018.

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Sale and Leaseback Transactions

During the first and second quarters of 2017, we entered into a sale and leaseback agreements and bareboat charters for the LR2 tanker, TORM Helene, and two MR tankers, TORM Mary and TORM Vita, pursuant to which we sold the vessels to three buyers not affiliated with us from which we concurrently chartered-in the three vessels each for a period of 58 months from the delivery date plus 50 more days at our option. These three sale and leaseback transactions are treated as financial leases but have no purchase obligation attached. We have an option to purchase TORM Mary and TORM Helene at the expiration of their respective charter-in agreements at fixed option prices. We have the option to purchase TORM Vita at the fourth anniversary of its delivery date and again at the expiration of the charter-in agreement at fixed option prices.

For information about our financing agreements, see Item 5. "Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Our Financing Agreements".

Employment of Our Product Tanker Fleet

Our current strategy is to employ our vessels worldwide primarily in the spot market. We believe that this will enable us to take advantage of potential increases in product tanker vessel hire rates in the near term. We may seek to employ some of our vessels on longer-term time charter contracts, if customer needs and expected returns make this more attractive. Employing vessels on longer-term contracts may provide us with the benefits of stable cash flows and high utilization rates. In addition, from time to time, we may employ our vessels on shorter-term charters and under COAs.

Spot Market

A spot market voyage charter is a contract to carry a specific cargo from a load port to a discharge port for an agreed freight per ton of cargo or a specified total amount. Under spot market voyage charters, we pay voyage expenses such as port, canal and bunker costs. Spot charter rates have historically been volatile and fluctuate due to seasonal changes as well as general supply and demand dynamics in the crude oil marine transportation sector. Although the revenue we generate in the spot market is less predictable, we believe our exposure to this market provides us with the opportunity to capture better profit margins during periods when vessel demand exceeds supply leading to improvements in product tanker charter rates.

Time Charters

Time charters provide us with a fixed and stable cash flow for a known period of time. Time charters may help us mitigate, in part, our exposure to the spot market, which tends to be volatile in nature, being seasonal and generally weaker in the second and third quarters of the year due to refinery shutdowns and related maintenance during the warmer summer months. In the future, we may opportunistically employ more of our vessels under time charter contracts as the available rates for time charters become sufficiently attractive.

Contracts of Affreightment (COAs)

COAs relate to the carriage of multiple cargoes over the same route and enables the COA holder to nominate different ships to perform individual voyages. Essentially, it constitutes a number of voyage charters to carry a specified amount of cargo during the term of the COA, which usually spans a number of years. All of the vessel's operating, voyage and capital costs are borne by the shipowner. The freight rate is generally set on a per cargo ton basis. Although the vast majority of vessels in our product tanker fleet are employed on spot market voyage charters, we may employ these and our other vessels under time charters, COAs or bareboat charters in the spot market in the future.

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Bareboat charter

The shipowner charters the vessel to another company (the charterer) for a pre-agreed period and daily rate. The charterer is responsible for operating the vessel and for payment of the charter rates, irrespective of the condition of the vessel. A bareboat charter is comparable to a finance/capital lease.

Coverage

As of June 30, 2017, our coverage, which is the percentage of Available Earning Days in a stated period for which our vessels are fixed pursuant to vessel employment agreements into which we have already entered, for the second half of 2017 and the full year 2018 was 21% and 8%, respectively. The limited coverage is in accordance with our strategy and may allow us to benefit from a potential further strengthening of the market, but simultaneously it exposes us to a potential deteriorating market.

The following table sets forth summary information regarding the employment of our fleet, including the number of owned days, time chartered-in days, physical days and the percentage of Available Earning Days that our vessels are fixed on charters and the relevant rates as of June 30, 2017.

	2017			2018			2019			2017		2018		2019
	Owned Days (1)
LR2		1,342			3,624			4,001
LR1		1,282			2,507			2,506
MR		8,658			17,109			17,349
Handysize		1,630			3,190			3,204
Total		12,911			26,430			27,061
	Charter-in and Leaseback Days at Fixed Rate(1)
LR2		152			363			363
LR1		-			-			-
MR		319			726			726
Handysize		-			-			-
Total		470			1,089			1,089
	Charter-in Days at Floating Rate(1)
LR2		366			338			-
LR1		-			-			-
MR		-			-			-
Handysize		-			-			-
Total		366			338			-
	Available Earning Days(1)									Covered Days(1)
LR2		1,860			4,325			4,364			826		1,086		84
LR1		1,282			2,507			2,506			113		-		-
MR		8,977			17,835			18,075			1,800		1,075		147
Handysize		1,630			3,190			3,204			202		-		-
Total		13,748			27,857			28,150			2,942		2,161		231
	Covered, %									Coverage rates, USD/Day(1)
LR2		44	%		25	%		2	%		18,486		24,163		24,348
LR1		9	%		0	%		0	%		12,774		-		-
MR		20	%		6	%		1	%		15,663		17,507		17,509
Handysize		12	%		0	%		0	%		11,328		-		-
Total		21	%		8	%		1	%		16,046		20,853		20,003

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Fair value of freight rate contracts that are mark-to-market in the income statement (USD million):

Contracts not included above	0.2
Contracts included above	0.0

⁽¹⁾ As used in the table above, Owned Days means days for which our owned vessels are available for trading; Charter-in and Leaseback Days means days for which our fixed rate charter-in and leaseback vessels are available for trading; Charter-in Days at Floating Rate means days for which our charter-in and leaseback vessels on market determined rates are available for trading, Available Earning Days means the sum of Owned Days, Charter-in and Leaseback days and Charter-in Days at Floating Rate; Covered Days means number of days for a stated time period, for which our vessels are fixed pursuant to agreements already entered into and Coverage rates means the TCE equivalent at which the Covered Days are fixed

Note: Actual number of days can vary from projected number of days primarily due to vessel sales and delays of vessel deliveries and other factors including those beyond our control.  The information in the table above may differ materially from actual results. Charter-in days at floating rate determine rates at the entry of each quarter, and then we will receive approximately 10% profit/loss compared to this rate.

Management of Our Fleet

Integrated Platform

We perform commercial and technical management functions for our own fleet which we believe provides us with efficient operations and high quality service to our customers. Operating under an integrated platform allows us to avoid conflicts of interest that may arise in companies that outsource vessel management to external, related-party entities, to maintain closer control over our operating expenses and to provide customers with better visibility into vessel performance and safety.

Commercial Management

Commercial management services include arranging the employment of our vessels from voyage to voyage as well as presenting opportunities to engage in COAs with customers or charter out vessels on longer-term charter periods. The commercial management is also responsible for the voyage operation.

Technical Management

Technical management services include providing technical expertise necessary for all vessel operations, supervising the maintenance, upkeep and general efficiency of vessels, arranging and supervising newbuilding construction, dry-docking, repairs and alterations, crew management, insurance, and developing, implementing, certifying and maintaining a safety management system. We maintain construction supervision rights over all newbuildings that we acquire in order to ensure that they meet their quality specifications and perform at the standards we require.

Vessel Sales and Purchases

Our vessel sale and purchase activities are also conducted in-house. The team leverages relationships with shipbrokers, shipyards, financial institutions and shipowners to identify attractive vessel acquisition and sale opportunities to attempt to maximize shareholder returns and maintain our desired fleet composition. Our sale and purchase team also seeks to opportunistically renew our product tanker fleet by acquiring modern vessels with specifications demanded by our customers.

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Customers

We generate revenue by charging customers for the transportation of refined oil products and crude oil. Many of our largest customers in the product tanker segment are companies operating in the oil industry such as major oil companies, state-owned oil companies and international trading houses.

Customer Concentration

During the first half of 2017, our 20 largest customers accounted for approximately 77% of our total revenue. None of our other customers accounted for more than 2% of our total revenues.

Our Business Strategy

Our primary objective is to optimize our earnings within the given market environment and conditions. The four key elements of our current strategy are:

Optimize our chartering strategy as a pure-play product tanker owner and operator to maximize earnings. As one of the world's largest product tanker companies with a current operating fleet of 77 vessels, eight newbuildings under construction and options to purchase an additional ten product tanker newbuildings as of September 30, 2017, we are active within all larger product tanker classes (LR2, LR1, MR and Handysize). This is an important factor in meeting customer demands, as global customers in general have transportation requirements that move between vessel classes. Our chartering strategy is to employ our fleet primarily in the spot market, where we are able to optimize earnings from voyage to voyage. We actively manage the employment of our operating fleet between spot market voyages as well as short and long-term time charters. We may seek to employ some of our vessels on longer-term time charter-out contracts, if customer needs and expected returns make it attractive. Due to the scale of our owned fleet we will only enter into long-term charter-in commitments if deemed profitable on a case-by-case assessment. We believe that ownership of vessels combined with our integrated platform provides an essential control and allows more flexibility. Short-term charter-in agreements (less than 12 months) are considered and evaluated as an active part of our spot-oriented market approach.

Selective fleet growth. We may selectively grow our product tanker fleet and serve as a consolidator in the product tanker segment if the right opportunities arise. Our sale and purchase activities are conducted by an in-house team leveraging relationships with shipbrokers, shipyards, financial institutions and shipowners. We continuously follow the market for attractive opportunities to acquire high-specification second-hand product tankers that will be franchise enhancing and financially accretive. The specific acquisition criteria include for example:

· Price point attractiveness

· Complementarity to the current fleet

· Vessel quality level and origin (quality yard)

· Operational characteristics incl. main engine design, bunker consumption and cargo intake

We also selectively pursue attractive newbuilding programs with high-quality shipyards, where second-hand purchases do not meet our return thresholds, or where the second-hand market has insufficient liquidity in vessels that meet our customers' requirements. Our in-house technical management has significant experience in newbuilding projects from design to delivery. As of September 30, 2017, our newbuilding program consists of four LR2 vessels, with scheduled delivery between the fourth quarter of 2017 and the third quarter of 2018, and four MR vessels with expected delivery in 2019, and options to purchase an additional ten newbuildings. We will from time to time sell vessels that no longer fit our commercial strategy, or if the price point is deemed attractive.

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Solid capital structure. We have a solid capital structure with long-dated debt maturities, a strong liquidity position and limited off-balance sheet liabilities. We have an attractive debt profile with favorable interest rates, amortization schedule and covenants. The solid capital structure supports our spot employment strategy and enhances financial and strategic flexibility. In addition, our balance sheet strength gives a competitive advantage when pursuing vessel acquisitions, as counterparties prefer contracting with well-capitalized counterparties. We plan to finance our business and fleet growth with a combination of cash-on-hand and financing from lenders and from the capital markets. Since the second half of 2016, we have attracted new strategic financial partners and have agreed to financing agreements totaling up to $399 million.

Maintain cost-efficient in-house vessel operations and corporate expenses through an integrated management system. We manage our fleet cost-efficiently and effectively with our in-house commercial and technical management team, which has a reputation for strong commercial performance, safety and operational expertise. Within the One TORM platform, our employees ensure the high quality of the fleet that is essential for acceptance by our customers under their strict vetting criteria. We believe that our largest customers prefer the integrated operating model, as it provides them with better accountability and insight into safety and vessel performance. The integrated nature of our operating platform provides transparency and additional alignment of management and shareholder interests, which mitigates the potential for actual or perceived conflicts of interest with related parties. In addition, it allows for closer control over operating expenses. Our diverse fleet of well-maintained product tankers gives us the necessary and critical mass to reap scale advantages both commercially and in terms of cost-efficiency compared to smaller product tanker owners. We believe that the combination of well-maintained vessels, the presence in all product tanker classes and the integrated operating platform provides the commercial management team with enhanced flexibility and responsiveness to customer demands. As a result, we have consistently delivered TCE earnings and cash flows above industry average.

The Product Tanker Industry

The year ended December 31, 2016 was characterized by a healthy consumer-driven demand for clean petroleum products, which is expected to continue. However, high product inventory levels globally meant that consumer demand to a large extent was met via local inventory drawdowns.

The year ended December 31, 2015 was a strong year for product tanker freight rates in general, and 2016 started with freight rates at similar levels as at the end of 2015. In the first quarter of 2016, the product tanker market benefited from relatively strong refinery margins, which resulted in high production of clean petroleum products on a global scale. The high production levels of clean petroleum products in 2015 and the first quarter of 2016 led to all-time high global inventory levels. In the second quarter of 2016, high inventory levels combined with lower refinery utilization led to a reduction of long-haul arbitrage movements and softening product tanker freight rates in general.

During the second half of 2016, product tanker freight rates continued to soften, as high inventory levels limited the demand for seaborne transportation. Long-haul arbitrage movements remained limited for most of the period. Furthermore, a weak market for dirty petroleum products in the third quarter of 2016 combined with a high number of crude tanker newbuildings caused the newly delivered VLCC and Suezmax vessels to penetrate traditional LR2 routes, which influenced LR2 freight rates negatively. In the fourth quarter of 2016, freight rates for dirty products recovered alleviating pressure on the LR2 market. During the fourth quarter of 2016, the long-haul naphtha arbitrage from the Atlantic Basin to the Far East increased led by improved naphtha import economics for Far Eastern petrochemicals.

In the first half of 2017, the market continued to be negatively impacted by high global product stockpiles, which resulted in limited arbitrage flows for most of the products. Nevertheless, the underlying oil demand growth remained robust, supported by low oil prices. In addition, strong refinery margins supported high refinery runs especially in the U.S. and Europe, while refinery outages in Latin America offered export possibilities for the U.S. Gulf refineries in particular. During the beginning of the third quarter of 2017, product inventories in the main consumption areas had dropped to the levels below the highs seen last year, yet the levels were still above the historical averages.

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According to industry sources, asset prices on second-hand product tankers were under pressure during 2016. The declining asset prices were mainly driven by a combination of a relatively large supply of sales candidates, limited access to financing and decreasing freight rates in general. The value of our fleet measured by broker values decreased by 25% during 2016. During the first half of 2017, the trend reversed and product tanker prices saw some recovery from the lows seen earlier.

Product tanker freight rates, January 2016 – June 2017

Asset prices on five-year-old second-hand product tanker, January 2016 – June 2017

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Environmental and Other Regulations

Government laws and regulations significantly affect the ownership and operation of our vessels. We are subject to various international conventions, laws, and regulations in force in the countries in which our vessels may operate or are registered. Compliance with such laws, regulations and other requirements entails significant expenses, including vessel modification and implementation costs.

A variety of governmental, quasi-governmental and private organizations subject our vessels to both scheduled and unscheduled inspections. These organizations include, but are not limited to, the local port authorities, national authorities, harbor masters or equivalent entities, classification societies, relevant flag state (country of registry) and charterers, particularly terminal operators and oil companies. Some of these entities require us to obtain permits, licenses, certificates and approvals for the operation of our vessels. Each of our vessels is inspected by a surveyor of the classification society in three surveys of varying frequency and thoroughness: every year for the annual survey, every two to three years for intermediate survey, and every four to five years for special surveys. Should any defects be found, the classification surveyor generally issues a notation or recommendation for appropriate repairs, which have to be made by the shipowner within the time limit prescribed. Vessels may be required, as part of the annual and intermediate survey process, to be dry-docked for inspection of the underwater parts of the vessel and for necessary repair stemming from the inspection. Special surveys frequently require dry-docking.

Our failure to maintain necessary permits, licenses, certificates or approvals could require us to incur substantial costs or temporarily suspend operation of one or more of the vessels in our product tanker fleet or lead to the invalidation or reduction of our insurance coverage. We believe that the heightened levels of environmental and quality concerns among insurance underwriters, regulators and charterers have led to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmental concerns have created a demand for product tankers that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with applicable local, national and international environmental laws and regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. However, because such laws and regulations are frequently changed and may impose increasingly strict requirements, we cannot predict the ultimate cost of complying with these requirements or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impact, such as the 2010 Deepwater Horizon oil spill in the Gulf of Mexico, could result in additional legislation or regulation that could negatively affect our profitability.

International Maritime Organization

The IMO is a specialized agency of the United Nations responsible for setting global standards for the safety, security and environmental performance of vessels engaged in international shipping. The IMO's primary objective is to create a regulatory framework for the shipping industry that is fair and effective, and universally adopted and implemented. The IMO has adopted several international conventions that regulate the international shipping industry, including but not limited to the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000, or the CLC, the International Convention on Civil Liability for Bunker Oil Pollution Damage of 2001, or the Bunker Convention, and MARPOL. MARPOL is broken into six Annexes, each of which establishes environmental standards relating to different sources of pollution: Annex I relates to the prevention of pollution by oil; Annexes II and III relate to the prevention of pollution by noxious liquid substances carried in bulk and harmful substances carried by sea in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, adopted by the IMO in September of 1997, relates to air pollution by ship emissions, including greenhouse gases.

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Air Emissions

In September 1997, the IMO adopted Annex VI to MARPOL to address air pollution. Effective May 2005, Annex VI sets limits on nitrogen oxide emissions from ships whose diesel engines were constructed (or underwent major conversions) on or after January 1, 2000. It also prohibits "deliberate emissions" of "ozone depleting substances", defined to include certain halons and chlorofluorocarbons. "Deliberate emissions" are not limited to times when the ship is at sea; they can for example include discharges occurring in the course of the ship's repair and maintenance. Emissions of "volatile organic compounds" from certain tankers and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls, or PCBs) are also prohibited and the emission of Volatile Organic Compounds is controlled. Annex VI also includes a global cap on the sulfur content of fuel oil.

The amended Annex VI will reduce air pollution from vessels by, among other things, (i) implementing a reduction of sulfur oxide emissions from ships by reducing the global sulfur fuel cap; and (ii) establishing new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation. The U.S. ratified the Annex VI amendments in October 2008, and the EPA promulgated equivalent emissions standards in late 2009.

In October 2016, the IMO set January 1, 2020 as the implementation date for ships to comply with low sulfur fuel oil requirement, which progressively cuts sulfur levels from the current 3.5% to 0.5%. This applies to fuel used in main engine, auxiliary engines and boilers. Shipowners can comply with this regulation by (i) using 0.5% sulfur fuels on board, which is likely to be available around the world by 2020 but probably at a higher cost; (ii) installing scrubbers for cleaning of the exhaust gas; or (iii) by retrofitting vessels to be powered by liquefied natural gas, which may not be a viable option due to the lack of supply network and high costs involved in this process. We believe that there is uncertainty related to the actual implementation of the regulation, including the regulator's enforcement possibilities, but the cost of obtaining compliance with the regulation could be significant. In anticipation of the 2020 implementation, we have elected to install an exhaust gas scrubber on one of our LR2 product tankers, TORM Hilde, which we expect to be delivered to us in 2018.

Sulfur content standards are even stricter within certain Emission Control Areas, or ECAs. As of July 1, 2010, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 1.0% (reduced from 1.50%), with a further reduction to 0.10% on January 1, 2015. Amended Annex VI establishes procedures for designating new ECAs, and the Baltic Sea, the North Sea, certain coastal areas of North America and the U.S. Caribbean Sea are all within designated ECAs. Ocean-going vessels in these areas will be subject to stringent emissions controls and this may cause us to incur additional expenses. As a result of these designations or similar future designations, we may be required to incur additional operating or other costs.

Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation. Effective September 1, 2015, amendments to Annex VI relating to Tier III standards within ECAs came into effect. These amendments provide for Tier III nitrogen oxide standards to be applied to a marine diesel engine that has been constructed on or after January 1, 2016 and which operates in the North America ECA or U.S. Caribbean Sea ECA that are designated for the control of nitrogen oxide emissions. At the Marine Environment Protection Committee's, or MEPC, 71^st session in July 2017, or MEPC 71, the MEPC also adopted amendments which designated the North Sea and Baltic Sea as ECAs for nitrogen oxides. These amendments were previously approved at MEPC's 70^th session in October 2016, or MEPC 70, and become effective January 1, 2021. The EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009.

If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the EPA or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations. As of the date of this registration statement, we are in compliance with applicable requirements under Annex VI, as amended.

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Safety Management System Requirements

The IMO also adopted SOLAS, and the International Convention on Load Lines, or LL Convention, which impose a variety of standards that regulate the design and operational features of ships. The IMO periodically revises the SOLAS and LL standards. May 2012 amendments to SOLAS that include the safe manning of vessels entered into force on January 1, 2014. The Convention on Limitation for Maritime Claims, or the LLMC, was amended in April 2012 and took effect on June 8, 2015. The amendments altered the limits of liability for loss of life, personal injury and property claims against shipowners.

Our operations are also subject to environmental standards and requirements contained in the ISM Code as discussed previously.

Pollution Control and Liability Requirements

The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatory nations to such conventions. For example, many countries have ratified and follow the liability plan adopted by the IMO and set out in the CLC. Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel's registered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions and limitations. The limits on liability have since been amended so that compensation limits on liability were raised. The right to limit liability is forfeited under the CLC where the spill is caused by the shipowner's actual fault and under the 1992 Protocol where the spill is caused by the shipowner's intentional or reckless act or omission where the shipowner knew pollution damage would probably result. The CLC also covers bunker oil pollution by tankers but only when loaded or when cargo residues remain on board. The CLC requires ships covered by it to maintain insurance covering the liability of the owner in a sum equivalent to the vessel's limitation fund for a single incident. Our protection and indemnity insurance covers the liability under the plan adopted by the IMO subject to the rules and conditions of entry.

In 1996, the IMO created the International Convention on Liability and Compensation for Damage in Connection with the Carriage of Hazardous and Noxious substances by Sea, or the HNS Convention.  The HNS Convention aims to ensure adequate, prompt and effective compensation for damage that may result from shipping accidents involving hazardous and noxious substances. The HNS Convention has not yet entered into force, but if it does, compliance with the HNS Convention could entail additional capital expenditures or otherwise increase the costs of our operations. The HNS Convention will enter into effect 18 months after its ratification.

The IMO adopted the Bunker Convention to impose strict liability on shipowners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended). With respect to tankers, the Bunker Convention is only applicable to vessels without cargo or residues thereof on board.

With respect to non-ratifying states, liability for spills or releases of oil carried as cargo or fuel in ships' bunker tanks is typically determined by the national or other domestic laws in the jurisdiction where the events or damages occur. Our protection and indemnity insurance which covers the liability for pollution is described below under "Protection and Indemnity Insurance".

In addition, the IMO adopted an International Convention for the Control and Management of Ships' Ballast Water and Sediments, or the BWM Convention, in February 2004. The BWM Convention requires vessels to install expensive ballast water treatment systems at a date tied to the renewal of the MARPOL survey for each vessel. The BWM Convention's implementing regulations call for a phased introduction of mandatory concentration limits. All vessels will also have to carry a ballast water record book and an International Ballast Water Management Certificate.

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The BWM Convention was ratified on September 8, 2016 and entered into force on September 8, 2017. The MEPC adopted the updated "guidelines for approval of ballast water management systems (G8)" at MEPC 70. According to the original implementation scheme, vessels were required to comply with ballast water treatment standard at the first MARPOL renewal survey after the convention entered into force. AT MEPC 71 in July 2017, however, the implementation scheme was changed to require vessels with International Oil Pollution Prevention (IOPP) certificates expiring between September 8, 2017 and September 8, 2019 to comply at their second IOPP renewal and require other vessels to comply at their first IOPP certificate renewal.

The U.S. regulations on ballast water management entered into force June 21, 2012. U.S regulations require compliance with the treatment standard at the first scheduled dry-docking after January 1, 2016 for operating ships and at delivery for newbuildings. Before any type-approved systems were available, the USCG allowed shipowners to apply for an extension of their compliance date on the basis that the USCG-type-approved systems were unavailable in the market. The extensions were granted for vessels with original compliance date up to 2019 before the USCG type approved the first system in December 2016. The USCG has not removed the extension option for shipowners, but parties requesting extensions must now provide evidence that none of the USCG-type-approved systems in the market are suitable for their vessel. As of September 30, 2017, there were five USCG-type-approved systems available in the market.

There are separate approval processes for the makers of ballast water treatment systems in order to obtain IMO approval and USCG approval, respectively. With respect to USCG compliance, vessels could previously receive an extension for compliance of five years by employing an Alternative Management System (AMS). Vessels equipped with a USCG-approved AMS would remain in compliance with U.S. regulation until five years after the compliance date for an individual ship is set. After five years, the AMS must either achieve USCG type-approval, or be replaced with a USCG type-approved system.

In November 2014 and May 2015, the IMO's Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the International Code for Ships Operating in Polar Water, or the Polar Code. The Polar Code entered into force on January 1, 2017. The Polar Code covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommendatory provisions. Ships intending to operate in the applicable areas must have a Polar Ship Certificate. This requires an assessment of operating in said waters and includes operational limitations, additional safety equipment and plans or procedures, necessary to respond to incidents involving possible safety or environmental consequences. A Polar Water Operational Manual is also needed on board the ship for the owner, operator, master, and crew to have sufficient information regarding the ship to assist in their decision-making process. The Polar Code applies to new ships constructed after January 1, 2017. After January 1, 2018, ships constructed before January 1, 2017 are required to meet the relevant requirements by the earlier of their first intermediate, or renewal survey.

Wreck Removal

The Nairobi Convention on the Removal of Wrecks, or the Wreck Removal Convention, entered into force on April 14, 2015 and contains obligations for shipowners to effectively remove wrecks located in a member state's exclusive economic zone or equivalent 200 nautical miles zone. The Wreck Removal Convention places strict liability, subject to certain exceptions, on a vessel owner for locating, marking and removing the wreck of any owned vessel deemed to be a hazard due to factors such as its proximity of shipping routes, traffic density and frequency, type of traffic and vulnerability of port facilities as well as environmental damage. It also makes government certification of insurance, or other form of financial security for such liability, compulsory for ships of 300 gross tonnage and above.

A member state may intervene in certain situations. They can remove, or have removed, wrecks that pose a danger or impediment to navigation or that may be expected to result in major harmful consequences to the marine environment, or damage to the coastline or related interests, of one or more member states. The same applies for a ship that is about, or may reasonably be expected, to sink or to strand as set forth in the Wreck Removal Convention. The cost of such removal, and other measures, falls on the vessel owner.

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Should one of our vessels become a wreck subject to the Wreck Removal Convention, substantial costs may be incurred in addition to any losses suffered as a result of the loss of the vessel.

The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.

United States Regulations

The OPA established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all "owners and operators" whose vessels trade in the U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S. territorial sea and its 200 nautical mile exclusive economic zone. The U.S. has also enacted CERCLA, which applies to the discharge of hazardous substances other than petroleum, except in limited circumstances, whether on land or at sea. OPA and CERCLA both define "owner and operator" in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Accordingly, both OPA and CERCLA impact our operations.

Under OPA, vessel owners and operators are "responsible parties" and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third-party, an act of God, or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels. OPA defines these other damages broadly to include:

· injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

· injury to, or economic losses resulting from, the destruction of real and personal property;

· net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

· loss of subsistence use of natural resources that are injured, destroyed or lost;

· lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and

· net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards.

OPA contains statutory caps on liability and damages relating to pollution incidents, subject to certain exceptions. Effective December 21, 2015, the USCG adjusted the limits of OPA liability to the greater of $2,200 per gross ton or $18,796,800 for any tank vessel that is over 3,000 gross tons, except single hull, oil spill response, or edible oil tank, vessels (subject to periodic adjustment for inflation). These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party's gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident where the responsibility party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.

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CERCLA, which applies to owners and operators of vessels, contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damage for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third-party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refuses to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA. OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.

OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. The USCG has implemented regulations requiring evidence of financial responsibility sufficient to meet the maximum amount of liability to which a particular party may be subject. Under the regulations, vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We have provided such evidence and received certificates of financial responsibility from the USCG for each of our vessels that is required to have one.

The 2010 Deepwater Horizon oil spill in the Gulf of Mexico may also result in additional regulatory initiatives or statutes, including the raising of liability caps under OPA. Compliance with any new requirements of OPA may substantially impact our cost of operations or require us to incur additional expenses to comply with any new regulatory initiatives or statutes.

The U.S. Clean Water Act, or CWA, prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters, unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA.

OPA permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA. Furthermore, many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law. Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters.  Yet, in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining tanker owners' responsibilities under these laws.

The EPA has enacted rules requiring a permit regulating ballast water discharges and other discharges incidental to the normal operation of certain vessels within U.S. waters under the Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels, or VGP. For a new vessel delivered to an owner or operator after September 19, 2009 to be covered by the VGP, the owner must submit a Notice of Intent, or NOI, at least 30 days before the vessel operates in U.S. waters. On March 28, 2013, the EPA re-issued the VGP for another five years, which took effect on December 19, 2013. The 2013 VGP contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, more stringent requirements for exhaust gas scrubbers and the use of environmentally acceptable lubricants. In October 2015, the U.S. Court of Appeals for the Second Circuit invalidated the 2013 VGP, holding that the EPA acted arbitrarily and capriciously in its development. The 2013 VGP is to remain in place until the EPA issues a new VGP. In the fall of 2016, sources reported that the EPA indicated it was working on a new VGP. As of the date of this registration statement, we have obtained coverage under, and are in compliance with, the 2013 VGP.

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The USCG regulations adopted under the U.S. National Invasive Species Act, or NISA, also impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering or operating in U.S. waters, which require the installation of equipment to treat ballast water before it is discharged in U.S. waters or, in the alternative, the implementation of other port facility disposal arrangements or procedures. Vessels not complying with these regulations are restricted from entering U.S. waters. As of June 21, 2012, the USCG implemented revised regulations on ballast water management by establishing standards on the allowable concentrations of living organisms in ballast water discharged from ships in U.S. waters.

As of January 1, 2014, vessels were technically subject to the phasing-in of these standards. However, it was not until December 2016, that the USCG first approved said technology. The ballast water management systems approved by the USCG include, but are not limited to, Optimarin Ballast System, Alfa Laval PureBallast 3, Ocean Saver BWTS MKII. The USCG previously provided waivers to vessels that could not install the as-yet unapproved technology and vessels now requiring a waiver need to show why they cannot install the approved technology. The EPA, on the other hand, has taken a different approach to enforcing ballast discharge standards under the VGP. On December 27, 2013, the EPA issued an enforcement response policy in connection with the VGP, indicating that it would take into account reasons why vessels do not have the requisite technology, but will not grant waivers. In addition, through the CWA certification provisions that allow U.S. states to place additional conditions on use of the VGP within state waters, a number of states have proposed or implemented a variety of stricter ballast water requirements including, in some states, specific treatment standards. Compliance with these USCG and state regulations could have an adverse impact on the commercial operation of our vessels.

In order to comply with IMO and USCG ballast water regulations, we are required to install ballast water treatment plants on all vessels from December 2018 to September 2024. The cost of compliance per vessel for us is estimated to be between $1.0 and $1.3 million, depending on size of the vessel. Significant investments in ballast water treatment systems may have a material adverse effect on our future performance, results of operations, cash flows and financial position. We have performed due diligence in this regard and have established a project group that is carrying out technical feasibility of the available plants. We are also carrying out pilot projects to minimize risks in the future implementation process for all ships.

The U.S. Clean Air Act, or CAA, requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. The CAA also requires states to draft State Implementation Plans, or SIPs, designed to attain national health-based air quality standards in each state. SIPs may include regulations concerning emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment.

It should be noted that the U.S. is currently experiencing changes in its environmental policy, the results of which have yet to be fully determined. For example, in April 2017, the U.S. President signed an executive order regarding the environment. Specifically, it targets the U.S. offshore energy strategy, which affects parts of the maritime industry.

European Union Regulations

In October 2009, the EU amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. Member States were required to enact laws or regulations to comply with the directive by the end of 2010. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims.

The EU has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained. The EU also adopted and then extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the EU with greater authority and control over classification societies by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply.

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Greenhouse Gas Regulations

Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions. The 2015 United Nations Convention on Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016. The Paris Agreement does not directly limit greenhouse gas emissions from ships. On June 1, 2017, the U.S. President announced that the U.S. is withdrawing from the Paris Agreement. The timing and effect of such action has yet to be determined.

The IMO may implement market-based mechanisms to reduce greenhouse gas emissions from ships at an upcoming MEPC session. On January 1, 2013, two new sets of mandatory requirements to address greenhouse gas emissions from ships adopted by the MEPC as amendments to MARPOL Annex VI entered into force. Currently operating ships are now required to develop and implement Ship Energy Efficiency Management Plans, or SEEMPs, and the new ships to be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index, or EEDI. Under these measures, by 2025, all new ships will be 25% more energy-efficient than those built in 2014. These requirements could cause us to incur additional compliance costs.

In April 2015, a regulation was adopted requiring large ships (over 5,000 gross tons) calling at EU ports from January 2018 to collect and publish data on carbon dioxide emissions and other information. The EU also recently proposed a plan where, if IMO discussions are not successful, emissions from ships will be included in its trading system by 2023.

In the U.S., the EPA has issued a finding that greenhouse gases endanger the public health and safety and has adopted regulations to limit greenhouse gas emissions from certain mobile sources and large stationary sources, but does not directly regulate greenhouse gas emissions from the shipping sector. The EPA enforces both the CAA and the international standards found in Annex VI of MARPOL concerning marine diesel emissions and the sulfur content found in marine fuel. Moreover, in the U.S., individual states can also enact environmental regulations. For example, California has introduced caps for greenhouse gas emissions and, at the end of 2016, signaled it may take additional action regarding climate change.

Any passage of climate control legislation or other regulatory initiatives by the IMO, the E.U., the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restrict emissions of greenhouse gases from marine vessels could require us to make significant financial expenditures, including capital expenditures to upgrade our vessels, which we cannot predict with certainty at this time. Even in the absence of climate control legislation and regulations, our business may be materially affected to the extent that climate change may result in sea level changes or more intense weather events.

Maritime Labor Convention

The ILO is a specialized agency of the UN with headquarters in Geneva, Switzerland. The ILO adopted the MLC 2006, which entered into force on August 20, 2013. A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance are required to ensure compliance with the MLC 2006 for all ships above 500 gross tons in international trade. These documents will provide prima facie evidence that the vessels are in compliance with the requirements of the MLC 2006. The Maritime Labor Certificate and Declaration of Maritime Labor Compliance will be subject to inspection by port state control when vessels enter the ports of other countries that have ratified the MLC 2006. In addition, vessels flying the flag of countries that have not ratified the MLC 2006 are also subject to inspection with respect to working and living conditions for seafarers when those vessels enter in port of countries where the MLC 2006 is in force. Amendments to MLC 2006 were adopted in 2014 and 2016.

There are costs associated with complying with the MLC 2006, and the methods to be used by port state control to check and ensure compliance are currently unclear. Given the uncertain interpretation of the MLC 2006, and the local legislation enacting it in various countries, there are risks associated with ensuring proper compliance.

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Vessel Security Regulations

Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the U.S. Maritime Transportation Security Act of 2002, or the MTSA, came into effect. To implement certain portions of the MTSA, in July 2003, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the U.S. The regulations also impose requirements on certain ports and facilities, some of which are regulated by the EPA.

Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. The new Chapter XI-2 became effective in July 2004 and imposes various detailed security obligations on vessels and port authorities and mandates compliance with the ISPS Code. The ISPS Code is designed to enhance the security of ports and ships against terrorism.

To trade internationally, a vessel must attain an International Ship Security Certificate, or ISSC, from a recognized security organization approved by the vessel's flag state. Among the various requirements are:

· onboard installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status;

· onboard installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;

· the development of vessel security plans;

· ship identification number to be permanently marked on a vessel's hull;

· a continuous synopsis record kept onboard showing a vessel's history, including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and

· compliance with flag state security certification requirements.

A ship operating without a valid certificate may be detained at port until it obtains an ISSC, or it may be expelled from port, or refused entry at port.

The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid ISSC that attests to the vessel's compliance with SOLAS security requirements and the ISPS Code. We have implemented the various security measures addressed by MTSA, SOLAS and the ISPS Code, and our fleet is in compliance with applicable security requirements.

Safety and security in shipping is furthermore regulated by IMO's International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or the STCW, which establishes minimum standards of competence for seafarers, for example, minimum mandatory training and certification requirements.

We have implemented the various security measures addressed by these regulations and our fleet is in compliance with the applicable security requirements.

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Inspection by Classification Societies

Every seagoing vessel must be "classed" by a classification society. The classification society certifies that the vessel is "in-class,'' signifying that the vessel has been built and maintained in accordance with the rules of the classification society. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned and will certify that such vessel complies with applicable rules and regulations of the vessel's country of registry and the international conventions of which that country is a member.

The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.

For maintenance of the class, regular and extraordinary surveys of hull, machinery, including the electrical plant, and any special equipment classed are required to be performed as follows:

· Annual Surveys. For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant, and where applicable for special equipment classed, within three months before or after each anniversary date of the date of commencement of the class period indicated in the certificate.

· Intermediate Surveys. Extended annual surveys are referred to as intermediate surveys and are to be carried out either at or between the second and third Annual Surveys after Special Periodical Survey No. 1 and subsequent Special Periodical Surveys. Those items which are additional to the requirements of the Annual Surveys may be surveyed either at or between the second and third Annual Surveys. After the completion of the No.3 Special Periodical Survey, the following Intermediate Surveys are of the same scope as the previous Special Periodical Survey.

· Special Periodical Surveys (or Class Renewal Surveys). Class renewal surveys, also known as Special Periodical Surveys, are carried out for the ship's hull, machinery, including the electrical plant, and for any special equipment classed, and should be completed within five years after the date of build or after the crediting date of the previous Special Periodical Survey. At the special survey, the vessel is thoroughly examined, including ultrasonic-gauging to determine the thickness of the steel structures. Should the thickness be found to be less than the minimum class requirements, the classification society would prescribe steel renewals. A Special Periodical Survey may be commenced at the fourth Annual Survey and be continued with completion by the fifth anniversary date. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear.

As mentioned above for vessels that are more than 15 years old, the Intermediate Survey may also have a considerable financial impact.

At an owner's application, the surveys required for class renewal (for tankers only the ones in relation to machinery and automation) may be split according to an agreed schedule to extend over the entire five-year period. This process is referred to as continuous survey system. All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.

Most vessels are subject also to a minimum of two examinations of the outside of a vessel's bottom and related items during each five-year special survey period. Examinations of the outside of a vessel's bottom and related items are normally to be carried out with the vessel in dry-dock, but an alternative examination while the vessel is afloat by an approved underwater inspection may be considered. Such an examination is to be carried out in conjunction with the Special Periodical Survey and in this case the vessel must be in dry-dock. For vessels older than 15 years (after the 3rd Special Periodical Survey), the bottom survey must always be in the dry-dock. In all cases, the interval between any two such examinations is not to exceed 36 months.

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In general during the above surveys, if any defects are found, the classification surveyor will require immediate repairs or issue a ''recommendation'' which must be rectified by the shipowner within prescribed time limits.

Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as "in-class" by a classification society which is a member of the International Association of Classification Societies, or IACS. All our vessels are certified as being "in-class" by American Bureau of Shipping, Lloyds Register or Bureau Veritas who are all members of IACS. All new and second-hand vessels that we purchase must be certified prior to their delivery under our standard purchase contracts and memoranda of agreement. If the vessel is not certified on the scheduled date of closing, we have no obligation to take delivery of the vessel.

Risk of Loss and Liability Insurance

General

The operation of any cargo vessel includes risks such as mechanical failure, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which in certain circumstances imposes virtually unlimited liability upon owners, operators and demise charterers of any vessel trading in the United States exclusive economic zone for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the United States market. While we believe that our present insurance coverage is adequate, not all risks can be insured against, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates.

Marine and War Risks Insurance

We have in force marine hull and machinery and war risks insurance for all of our vessels. Our marine hull and machinery insurance covers risks of particular and general average and actual or constructive total loss from collision, fire, grounding, engine breakdown and other insured named perils up to an agreed amount per vessel. Our war risks insurance covers the risks of particular and general average and actual or constructive total loss from acts of war and civil war, terrorism, piracy, confiscation, seizure, capture, vandalism, sabotage, and other war-related named perils. We have also arranged coverage for increased value for each vessel. Under this increased value coverage, in the event of total loss of a vessel, we will be able to recover amounts in excess of those recoverable under the hull and machinery policy in order to compensate for additional costs associated with replacement of the loss of the vessel. Each vessel is covered up to at least its fair market value at the time of the insurance attachment and subject to a fixed deductible per each single accident or occurrence, but excluding actual or constructive total loss.

Protection and Indemnity Insurance

Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I Associations, and covers our contractual and third-party liabilities in connection with our shipping activities in accordance with the Rules of the P&I Association. This covers third-party liability and other related expenses including but not limited to those resulting from injury or death of crew, passengers and other third-parties, loss of or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances, and mandatory wreck removal (not including towage costs, which is covered by marine or war risk insurance). Protection and indemnity insurance is a form of mutual indemnity insurance, extended by mutual protection and indemnity associations, or "clubs".

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As a member of a P&I Club that is a member of the International Group of P&I Clubs, or the International Group, we carry protection and indemnity insurance coverage. The P&I Clubs that comprise the International Group insure approximately 90% of the world's commercial tonnage and have entered into a pooling agreement to reinsure each association's liabilities in excess of their own retention. Although the P&I Clubs compete with each other for business, they have found it beneficial to pool their larger risks under the auspices of the International Group. This pooling is regulated by a contractual agreement which defines the risks that are to be pooled and exactly how these risks are to be shared by the participating P&I Clubs. We are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the pool of P&I Clubs comprising the International Group.

Permits and Authorizations

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels. The permits, licenses and certificates that are required depend upon several factors, including the commodity transported, the waters in which the vessel operates, the nationality of the vessel's crew and the age of the vessel. We have obtained all permits, licenses and certificates currently required to permit our vessels to operate. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of us doing business.

Competition

We operate in markets that are highly competitive. We compete for charters on the basis of price, vessel location, size, age and condition of the product tankers as well as our reputation as an operator. We compete primarily with owners and operators of product tankers in the Handysize, MR, LR1 and LR2 fleets. We believe that the ownership of product tanker vessels is fragmented and divided among major oil companies and independent product tanker owners. The fragmented competitive landscape can be illustrated by our market position. Although we have one of the largest owned fleets, according to industry sources, our owned fleet constitutes approximately 3% of the existing global product tanker fleet (in dwt terms).

C. Organizational Structure

TORM plc (formerly Anchor Admiral Limited and TORM Limited) is a public limited company incorporated on October 12, 2015 under the laws of England and Wales under the name TORM Limited with company number 9818726. Anchor Admiral Limited was renamed TORM Limited on November 26, 2015 and TORM Limited was renamed to TORM plc on January 20, 2016. Following the closing of the Exchange Offer (discussed herein) and the listing of TORM plc's Class A common shares on Nasdaq Copenhagen on April 19, 2016, TORM plc became the publicly listed parent company of TORM A/S, which is now our wholly-owned subsidiary. The Group is engaged in the business of owning and operating product tanker vessels to transport refined petroleum products. We, TORM A/S and other subsidiaries, own each of the vessels in our product tanker fleet (including eight newbuildings and other than five vessels that we charter in and expect to own each additional vessel that we acquire in the future, through separate wholly-owned subsidiaries. The management of our fleet, including vessels that we charter in, is performed by our wholly-owned subsidiaries. We have offices in the United Kingdom, Denmark, Mumbai (India), Manila (the Philippines), Cebu (the Philippines), Singapore (Singapore) and Houston (Texas, USA).

A list of our significant subsidiaries is filed herewith as Exhibit 8.1.

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D. Property, Plants and Equipment

We own no properties other than our vessels. We lease office space in various jurisdictions and had the following material leases in place as of September 30, 2017:

· London, United Kingdom, located at Birchin Court 20, Birchin Lane, EC3V 9DU with 1 employee at this location;

· Hellerup, Denmark, located at Tuborg Havnevej 18, with approximately 126 employees at this location;

· Singapore, Singapore, located at 6 Battery Road #27-02, with approximately 14 employees at this location;

· Houston, Texas, USA, located at Suite 710, 2500 City West Boulevard, with approximately 5 employees at this location;

· Manila, the Philippines, located at 7th Floor Salcedo Towers, 169 HV dela Costa Street, with approximately 35 employees at this location;

· Cebu, the Philippines, located at 5^th Floor Park Centrale Bld, Jose Maria del Mar St., Corner Abad St., with 2 employees at this location;

· Mumbai, India, located at 2nd Floor, Leela Business Park, Andheri-Kurla Road, with approximately 109 employees at this location; and

· New Delhi, India, located at 5^th Floor, Caddle Commercial Tower, Aerocity, with 1 employee at this location.

Patents, Licenses and Trademarks

We have no material patents and do not use any licenses other than ordinary information technology licenses.

We have trademark registered the rights to our Company's name (TORM) and logo (the TORM flag) in all relevant jurisdictions including Denmark, the European Union, Bahrain, Brazil, Singapore, the United Arab Emirates and the United States.

We have registered our primary domains: www.torm.com, www.torm.dk and www.torm.eu.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following presentation of management's discussion and analysis of results of operations and financial condition should be read in conjunction with our audited consolidated financial statements, and related notes, and other financial information appearing in Item 18. "Financial Statements". You should also carefully read the following discussion with the sections of this registration statement entitled "Explanatory Note and Presentation of Our Financial and Operating Data," Item 3. "Key Information—D. Risk Factors", Item 4. "Information on the Company—B. Business Overview," and "Cautionary Statement Regarding Forward-Looking Statements". This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth in Item 3. "Key Information—D. Risk Factors" and elsewhere in this registration statement.

The audited consolidated financial statements as of and for the years ended December 31, 2016, 2015 and 2014 have been prepared in accordance with IFRS as issued by the IASB. The unaudited condensed consolidated interim financial statements as of and for the six months ended June 30, 2017 and 2016 have been prepared in accordance with IAS 34 "Interim Financial Reporting." The financial statements are presented in U.S. Dollar millions unless otherwise indicated.

Non-IFRS measures

Certain non-IFRS measures included in the summary financial and operating data have been derived from amounts calculated in accordance with IFRS but are not themselves IFRS measures. They should not be viewed in isolation as alternatives to the equivalent IFRS measure, rather they should be read in conjunction with the equivalent IFRS measure. These include Time Charter Equivalent or TCE earnings, adjusted gross profit (net earnings from shipping), Adjusted EBITDA (earnings before financial income and expense, depreciation and amortization, taxes, and impairments), invested capital, net interest-bearing debt, which we define, explain the use of and reconcile to the nearest IFRS measure on the following pages. The computation of Adjusted EBITDA includes an adjustment for financial income and expenses which we deem to be equivalent to "interest" for purposes of presenting Adjusted EBITDA. Financial expenses consist of interest on bank loans, losses on foreign exchange transactions and bank charges and financial income consists of interest income and gains on foreign exchange transactions.

Management believes that these measures are both useful and necessary to present herein because they are used by management for internal performance analysis; the presentation of these measures facilitates an element of comparability with other companies, although management's measures may not be calculated in the same way as similarly titled measures reported by other companies; and these measures are useful in connection with discussions with the investment community.

	Year ended December 31,						Six months ended June 30,
	2016		2015		2014		2017		2016
Non-IFRS Financial Measures
(USD million)
Time charter equivalent (TCE) earnings		458.2		370.8		98.7		199.9		261.1
Adjusted gross profit (Net earnings from shipping activities)		241.5		235.9		48.4		99.5		147.9
Adjusted EBITDA		200.0		210.3		40.9		79.8		126.1
Invested capital		1,387.6		1,587.5		573.0		1,340.6		1,587.1
Net interest-bearing debt		609.2		612.4		103.5		556.2		602.2

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Time Charter Equivalent (TCE) earnings. We define TCE earnings, a performance measure, as revenue after port expenses, bunkers and commissions and freight and bunker derivatives. We report TCE earnings, a non-IFRS measure, because we believe it provides additional meaningful information to investors in conjunction with revenue, the most directly comparable IFRS measure, given it is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's performance irrespective of changes in the mix of charter types (i.e. spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods. Below is presented a reconciliation from revenue to TCE earnings.

	Year ended December 31,									Six months ended June 30,
	2016			2015			2014			2017			2016
Reconciliation to revenue
(USD million)
Revenue		680.1			540.4			179.9			329.8			370.6
Port expenses, bunkers and commissions		(221.9	)		(169.6	)		(81.2	)		(129.9	)		(109.5	)
Time charter equivalent (TCE) earnings		458.2			370.8			98.7			199.9			261.1

Adjusted gross profit (Net earnings from shipping activities). We define adjusted gross profit (net earnings from shipping activities) as operating profit/(loss) before depreciation, impairment losses on tangible and intangible assets, share of profit from joint ventures, other operating expenses, administrative expenses and profit from sale of vessels. We report adjusted gross profit (net earnings from shipping activities), a non-IFRS measure, because we believe it provides, additional meaningful information to investors to assess our operating performance from our shipping activities. Adjusted gross profit (net earnings from shipping activities) is also provided as an operating performance measure in the internal management reporting.

	Year ended December 31,								Six months ended June 30,
	2016			2015			2014		2017			2016
Reconciliation to operating profit/(loss)
(USD million)
Operating profit/(loss)		(107.2	)		143.0			16.2		21.1			65.6
Depreciation		122.2			67.3			24.7		57.7			60.5
Impairment losses on tangible and intangible assets		185.0			-			-		1.0			-
Share of profit from joint ventures		(0.2	)		(0.2	)		-		-			-
Other operating expenses		0.3			6.3			6.5		0.3			0.2
Administrative expenses		41.4			19.5			1.0		22.2			21.6
Profit from sale of vessels		-			-			-		(2.8	)		-
Adjusted gross profit (net earnings from shipping activities)		241.5			235.9			48.4		99.5			147.9

Adjusted EBITDA. We define Adjusted EBITDA as net profit/(loss) for the period before tax expense, financial income, financial expenses, depreciation and impairment losses on tangible and intangible assets. The computation of Adjusted EBITDA refers to financial income and expenses which we deem to be equivalent to "interest" for purposes of presenting Adjusted EBITDA. Financial expenses consist of interest on bank loans, losses on foreign exchange transactions and bank charges. Financial income consists of interest income and gains on foreign exchange transactions.

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Adjusted EBITDA is used as a supplemental financial measure by management and external users of financial statements, such as our lenders, to assess our operating performance as well as our compliance with the financial covenants and restrictions contained in our financing agreements. We believe that Adjusted EBITDA assists our management and investors by increasing comparability of our performance from period to period. This increased comparability is achieved by excluding the potentially disparate effects between periods of interest, depreciation and amortization and taxes, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect results of operations between periods. We believe that including Adjusted EBITDA as an operating measure benefits investors in (a) selecting between investing in us and other investment alternatives and (b) monitoring our ongoing operational strength in assessing whether to continue to hold common units.

Adjusted EBITDA excludes some, but not all, items that affect profit/(loss), and these measures may vary among other companies. Therefore, Adjusted EBITDA as presented below may not be comparable to similarly titled measures of other companies. The following table reconciles Adjusted EBITDA to net profit/(loss), the most directly comparable IFRS financial measure, for the periods presented:

	Year ended December 31,								Six months ended June 30,
	2016			2015			2014		2017			2016
Reconciliation to net profit/(loss)
(USD million)
Net profit/(loss) for the year		(142.5	)		126.0			12.6		3.0			45.9
Tax expense		0.8			1.0			-		0.3			0.5
Financial expenses		37.3			16.9			3.6		18.8			21.4
Financial income		(2.8	)		(0.9	)		-		(1.0	)		(2.2	)
Depreciation		122.2			67.3			24.7		57.7			60.5
Impairment losses on tangible and intangible assets		185.0			-			-		1.0			-
Adjusted EBITDA		200.0			210.3			40.9		79.8			126.1

Invested capital. We define invested capital as the sum of intangible assets, tangible fixed assets, investments in joint ventures, bunkers, accounts receivables, assets held-for-sale, deferred tax liability, trade payables, current tax liabilities and deferred income. Invested capital measures the net investment used to achieve our operating profit. We believe that invested capital is a relevant measure that management uses to measure the overall development of the assets and liabilities generating our net profit. Such measure may not be comparable to similarly titled measures of other companies. Invested capital is calculated as follows:

	Year ended December 31,									Six months ended June 30,
	2016			2015			2014			2017			2016
Invested capital
(USD million)
Tangible and intangible fixed assets		1,389.7			1,578.5			536.9			1,344.0			1,602.4
Investments in joint ventures		0.3			0.3			-			0.3			0.3
Bunkers		31.6			25.6			13.3			28.8			28.2
Accounts receivables (1)		73.6			94.8			37.7			63.8			75.8
Deferred tax liability		(45.0	)		(45.1	)		-			(44.9	)		(45.0	)
Trade payables (2)		(61.6	)		(64.4	)		(13.3	)		(50.3	)		(72.4	)
Current tax liabilities		(0.8	)		(1.8	)		-			(0.9	)		(1.9	)
Deferred income		(0.2	)		(0.4	)		(1.6	)		(0.2	)		(0.3	)
Invested capital		1,387.6			1,587.5			573.0			1,340.6			1,587.1

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(1)          Accounts receivable includes freight receivables, other receivables and prepayments.

(2)          Trade payables includes trade payables and other liabilities.

Net interest-bearing debt. Net interest-bearing debt is defined as mortgage debt and bank loans (current and non-current), finance lease liabilities (current and non-current), amortized bank fees, less cash and cash equivalents. Net interest-bearing debt depicts the net capital resources, which cause net interest expenditure and interest rate risk and which, together with equity, are used to finance our investments. As such we believe that net interest-bearing debt is a relevant measure which management uses to measure the overall development of our use of financing, other than equity. Such measure may not be comparable to similarly titled measures of other companies. Net interest-bearing debt is calculated as follows:

	Year ended December 31,									Six months ended June 30,
	2016			2015			2014			2017			2016
Net interest-bearing debt
(USD million)
Mortgage debt and bank loans (current and non-current)		669.6			766.2			141.5			723.6			703.7
Finance lease liabilities (current and non-current)		13.6			13.5			-			43.0			15.5
Amortized bank fees		2.0			1.0			-			3.4			-
Cash and cash equivalents		(76.0	)		(168.3	)		(38.0	)		(213.8	)		(117.0	)
Net interest-bearing debt		609.2			612.4			103.5			556.2			602.2

A. Operating Results

We generate revenue by charging customers for the transportation of refined oil products and crude oil using product tankers.

Important factors affecting our results of operations consist of the following:

· TCE earnings per available earning day (defined below). TCE earnings per available earning day are defined as revenue less voyage expenses divided by the number of available earning days. Voyage expenses primarily consist of port and bunker expenses that are unique to a particular voyage, which would otherwise be paid by a charterer under a time charter, as well as port expenses, bunker and commissions. Presenting revenue net of voyage expenses neutralizes the variability created by unique costs associated with particular voyages or the deployment of vessels on the spot market and facilitates comparisons between periods on a more consistent basis. Under time charter contracts, the charterer pays the voyage expenses, while under voyage charter contracts the shipowner pays these expenses. A charterer has the choice of entering into a time charter (which may be a one-trip time charter) or a voyage charter. We are neutral as to the charterers' choice because they will primarily base their financial decisions on expected TCE rates rather than on expected revenue. The analysis of revenue is therefore primarily based on developments in TCE earnings.

· Spot charter rates. A spot market voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed freight rate per ton of cargo or a specified total amount. Under spot market voyage charters, we pay voyage expenses such as port, canal and bunker costs. Spot charter rates are volatile and fluctuate on a seasonal and year-on-year basis. Fluctuations derive from imbalances in the availability of cargos for shipment and the number of vessels available at any given time to transport these cargos. Vessels operating in the spot market generate revenue that is less predictable, but may enable increased profit margins during periods of improvements in product tanker rates.

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· Time charter rates. A time charter is generally a contract to charter a vessel for a fixed period of time at a set daily or monthly rate. Under time charters, the charterer pays voyage expenses such as port, canal and bunker costs. Vessels operating on time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot market during periods characterized by favorable market conditions.

· Available earning days. Available earning days are the total number of days in a period when a vessel is ready and available to perform a voyage, meaning the vessel is not off-hire or in dry-dock. For the owned vessels, this is calculated by taking operating days and subtracting off-hire days and days in dry-dock. For the chartered-in vessels, no such calculation is required because charter hire is only paid on earning days and not for off-hire days or days in dry-dock.

· Operating days. Operating days are the total number of available days in a period with respect to the owned vessels, before deducting unavailable days due to off-hire days and days in dry-dock. Operating days are a measurement that is only applicable to the owned vessels, not to the time chartered-in vessels.

· Operating expenses per operating day. Operating expenses per operating day are defined as crew wages and related costs, costs of spares and consumable stores, expenses relating to repairs and maintenance (excluding capitalized dry-docking), cost of insurance and other expenses on a per operating day basis. Operating expenses are only paid for owned vessels. TORM plc does not pay such costs for the time chartered-in vessels, as they are paid by the vessel owner and instead factored into the charter hire cost for such chartered-in vessels.

· Vessel prices. Vessel prices are affected by freight rates, which can fluctuate significantly. The results of operations can be affected by two factors related to vessel prices:

· Impairment tests. In order to reflect the recoverable value of vessels, the book value of vessels is reviewed quarterly in conjunction with changes in market fundamentals. Any indication of impairment is reviewed, both due to significant declines in market values or due to declines in the present values of the estimated future cash flows to be generated by the vessels. Any impairment losses are recognized in the income statement. See "Critical Accounting Estimates and Judgments", below, for further details.

· Loss/profit from the sale of vessels. Both loss and profit can be realized in connection with the sale of vessels depending on the selling price and the book value of the vessels sold.

See Note 20 to the audited consolidated financial statements for the years ended December 31, 2016, 2015 and 2014 for further information on financial risks including foreign exchange risk and Item 3. "Key Information—D. Risk factors" for a more comprehensive discussion on government and industry regulations.

Other Important Financial and Operational Terms and Concepts of TORM plc

The Company uses a variety of other financial and operational terms and concepts. These include the following:

· Voyage expenses. Voyage expenses are all expenses related to a particular voyage, including any bunker fuel expenses, port expenses, cargo loading and unloading expenses, canal tolls and agency fees. These expenses are subtracted from shipping revenues to calculate Time Charter Equivalent Rates.

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· Vessel operating costs. Vessel operating costs include crewing, repairs and maintenance (excluding capitalized dry-docking), insurance, consumable stores, lube oils, communication expenses and technical management fees. The largest components of our vessel operating costs are generally crewing and repairs & maintenance. Expenses for repairs & maintenance tend to fluctuate from period to period because most repairs & maintenance typically occur during periodic dry-dockings. We expect these expenses to increase as our fleet matures and to the extent that it expands.

· Charter hire. Charter hire consists of (i) money paid to the vessel owner by a charterer for the use of a vessel under a time charter or bareboat charter and (ii) amortization of the fair value of time charter contracts acquired. Such payments to vessel owners are usually made during the course of the charter every 30 days in advance or in arrears by multiplying the daily charter rate by the number of days and, under a time charter only, subtracting any time the vessel was deemed to be off-hire. Under a bareboat charter such payments are usually made monthly and are calculated on a 360 or 365-day calendar year basis.

· Dry-docking. We must periodically dry-dock each of our vessels for inspection and any modifications to comply with industry certification or regulatory requirements. Generally, each vessel is dry-docked every 30-60 months.

· Depreciation. Depreciation expenses typically consist of charges related to the depreciation of the historical cost of our fleet (less an estimated residual value and any impairment losses recognized) over the estimated useful lives of the vessels and charges related to the depreciation of upgrades to vessels which are depreciated over the shorter of the vessel's remaining useful life or the life of the renewal or upgrade. Dry-docking costs are capitalized and depreciated on a straight-line basis over the estimated period until the next dry-docking.

Factors You Should Consider When Evaluating the Results of TORM plc

The Company faces a number of risks associated with our industry and must overcome a variety of challenges to utilize our competitive strengths in order to profitably implement our business strategy. These risks include, among others, the highly cyclical tanker industry, dependence on spot market voyage charters, fluctuating charter values, increase in fuel prices, changing economic, political and governmental conditions affecting our industry and business, international sanctions, embargoes, import and export restrictions, nationalizations and wars, material changes in applicable laws and regulations, full performance by counterparties, particularly charterers, maintaining customer relationships, delay in deliveries or non-deliveries from shipyards, piracy attacks, maintaining sufficient liquidity, financing availability and terms, and management turnover. See Item 3. "Key Information—A. Risk Factors".

Results of Operations of TORM plc

We operate within one segment, the product tanker segment, and thus the analysis has not been broken out into segments. During 2015, TORM operated two segments, product tanker and bulk, but wound down its bulk activities during the year as the two bulk vessels were sold.

The financial highlights for TORM plc for the years ended December 31, 2016, 2015 and 2014 in this section have been extracted or derived from TORM plc's audited consolidated financial statements as of and for the years ended December 31, 2016, 2015 and 2014. The financial highlights for TORM plc for the periods ended June 30, 2017 and 2016 have been extracted from TORM plc's unaudited condensed consolidated interim financial statements as of and for the six months ended June 30, 2017 and 2016. As such the information below should be read in conjunction with TORM plc's audited consolidated financial statements as of and for the years ended December 31, 2016, 2015 and 2014 and TORM plc's unaudited condensed consolidated interim financial statements as of and for the six months ended June 30, 2017 and 2016, in addition to the section of this registration statement entitled "Explanatory Note and Presentation of Our Financial and Operating Data".

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Some of the information contained in this section, including information about TORM plc's plans and strategies for our business and our expected sources of financing, contains forward-looking statements that involve risks and uncertainties. Potential investors should read the section "Risk factors" for information on certain factors that may have a material adverse effect on TORM plc's future performance, results of operations, cash flows and financial position.

TORM plc operates in a global industry where, among other things, freight rates are denominated and settled in United States dollars, and a majority of the cost base of TORM plc is denominated and settled in United States dollars. Consequently, TORM plc's financial reporting is in United States dollars.

Financial highlights for TORM plc

	Year ended December 31,							Six months ended June 30,
	2016			2015		2014		2017		2016
Income statement
(USD million)
Revenue		680.1			540.4		179.9		329.8		370.6
Time charter equivalent (TCE) earnings		458.2			370.8		98.7		199.9		261.1
Adjusted gross profit (net earnings from shipping activities)		241.5			235.9		48.4		99.5		147.9
Adjusted EBITDA		200.0			210.3		40.9		79.8		126.1
Operating profit/(loss)		(107.2	)		143.0		16.2		21.1		65.6
Profit/(loss) before tax		(141.7	)		127.0		12.6		3.3		46.4
Net profit/(loss) for the period		(142.5	)		126.0		12.6		3.0		45.9

	As of December 31,						As of June 30,
	2016		2015		2014		2017		2016
Balance sheet
(USD million)
Non-current assets		1,390.0		1,578.8		536.9		1,344.3		1,602.7
Total assets		1,571.3		1,867.4		625.9		1,650.7		1,823.7
Equity		780.6		976.0		469.5		787.8		984.9
Total liabilities		790.7		891.5		156.4		862.9		838.8
Invested capital		1,387.6		1,587.5		573.0		1,340.6		1,587.1
Net interest-bearing debt		609.2		612.4		103.5		556.2		602.2
Cash and cash equivalents		76.0		168.3		38.0		213.8		117.0

Consolidated interim financial statements as of and for the six months ended June 30, 2017 and 2016

Income statement

The table below presents financial information derived from TORM plc's income statement for the six months ended June 30, 2017 and 2016.

	Six months ended June 30,
	2017			2016
(USD million)
Revenue		329.8			370.6
Port expenses, bunkers and commissions		(129.9	)		(109.5	)
TCE earnings		199.9			261.1
Adjusted gross profit (net earnings from shipping activities)		99.5			147.9
Adjusted EBITDA		79.8			126.1
Operating profit		21.1			65.6
Profit before tax		3.3			46.4
Net profit for the period		3.0			45.9

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Total revenue for the six months ended June 30, 2017 was $330 million, corresponding to a decrease of $41 million when compared to the six months ended June 30, 2016. The decrease in revenue was due to lower freight rates and fewer earning days.

Total port expenses, bunkers and commissions for the six months ended June 30, 2017 were $130 million, an increase of $20 million when compared to the six months ended June 30, 2016. Bunkers amounted to 57%, port expenses to 36%, commissions and other voyage expenses to 7% respectively of the total port expenses, bunkers and commissions for the six months ended June 30, 2017. Bunkers to 46%, port expenses to 41%, commissions and other voyage expenses to 13% of the total port expenses, bunkers and commissions for the six months ended June 30, 2016. The increase in port expenses, bunkers and commissions was primarily due to a 48% increase in bunker expenses due to an increase in bunker prices during the period.

TORM plc's TCE earnings for the six months ended June 30, 2017 were $200 million compared to $261 million for the six months ended June 30, 2016. The decrease in TCE earnings was primarily due to the high clean petroleum product inventories that had a negative impact on the demand for products for the six months ended June 30, 2017 when compared to the six months ended June 30, 2016.

Adjusted gross profit and Adjusted EBITDA were $100 million and $80 million, respectively, for the six months ended June 30, 2017 compared to an adjusted gross profit and Adjusted EBITDA of $148 million and $126 million, respectively, for the six months ended June 30, 2016. The decrease was mainly driven by a decrease in the freight rates for the six months ended June 30, 2017 compared to the six months ended June 30, 2016.

TORM plc's operating profit amounted to a profit of $21 million for the six months ended June 30, 2017 compared to $66 million for the six months ended June 30, 2016. The decrease in operating profit was primarily due to decreasing revenues and TCE earnings.

TORM plc's profit before tax and net profit for the six months ended June 30, 2017 was $3 million and $3 million, respectively, when compared to $46 million and $46 million, respectively, for the six months ended June 30, 2016, corresponding to a decrease of $43 million and $43 million respectively, caused by decreased operating profit. The decrease in operating profit is discussed in the previous paragraph.

Revenue and port expenses, bunker and commission (TCE earnings)

TCE Tanker earnings for TORM plc for the six months ended June 30, 2016 and 2017

	LR2			LR1			MR			Handy			Total
Six months ended June 30, 2016
Available TCE earning days		1,703			1,272			9,099			1,949			14,023
TCE earnings per earning day, USD		22,254			21,272			18,096			16,153			18,620
TCE tanker earnings Six months ended June 30, 2016, USD million		37.9			27.1			164.7			31.5			261.1
Six months ended June 30, 2017
Available TCE earning days		1,715			1,219			9,035			1,753			13,722
Change for the six months ended June 30, 2017		1	%		(4	%)		(1	%)		(10	%)		(2	%)
TCE earnings per earning day, USD		16,133			13,240			14,810			12,705			14,567
Change for the six months ended June 30, 2017		(28	%)		(38	%)		(18	%)		(21	%)		(22	%)
Effect on TCE earnings from change in the available TCE earning days, USD million		0.3			(1.1	)		(1.2	)		(3.2	)		(5.6	)
Effect on TCE earnings from change in TCE earnings per earning day, USD million		(10.5	)		(9.8	)		(29.7	)		(6.0	)		(55.6	)
TCE tanker earnings six months ended June 30, 2017, USD million		27.7			16.1			133.8			22.3			199.9

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The continued high clean petroleum product inventories had a negative impact on the demand for product tankers during the first six months of 2017, and the product tanker freight rates were significantly lower for all types of vessels as compared to the first six months of 2016.

In our LR2 fleet, the number of available earning days stayed at approximately the same level as the year before. The freight rates in the LR2 fleet decreased by 28% corresponding to a decrease of $11 million, resulting in a total decrease of $10 million for our LR2 fleet for the six months ended June 30, 2017 compared to the six months ended June 30, 2016.

In our LR1 fleet, the number of available earning days decreased by 4% corresponding to a decrease of the earnings by $1 million. Combined with a decrease of the freight rates of 38% in the LR1 fleet, the total TCE decreased by $11 million for the six months ended June 30, 2017 compared to the six months ended June 30, 2016.

In the MR fleet, the number of available earning days was approximately unchanged for the six months ended June 30, 2017 compared to the six months ended June 30, 2016. The freight rates decreased by 18% corresponding to a decrease of $30 million, resulting in a total decrease of $31 million for the MR fleet for the six months ended June 30, 2017 compared to the six months ended June 30, 2016.

In our Handysize fleet, the number of available earning days decreased by 10% corresponding to a decrease of the earnings of $3 million. The freight rates decreased by 21% corresponding to a decrease in earnings of $6 million, resulting in a total decrease for the Handysize fleet of $9 million for the six months ended June 30, 2017 compared to the six months ended June 30, 2016.

Adjusted gross profit (net earnings from shipping activities)

	Six months ended June 30,
	2017			2016
(USD million)
TCE earnings		199.9			261.1
Charter hire		(5.1	)		(10.9	)
Operating expenses		(95.3	)		(102.3	)
Adjusted gross profit (net earnings for shipping activities)		99.5			147.9

TORM plc's adjusted gross profit (net earnings for shipping activities) for the six months ended June 30, 2017 was $100 million compared to $148 million for the six months ended June 30, 2016, corresponding to a decrease of $48 million.

Total costs related to charter hire decreased by $6 million for the six months ended June 30, 2017 compared to the six months ended June 30, 2016, due to lower rates on time charters because of the lower market freight rates.

Total operating expenses for vessels decreased by $7 million to $95 million for the six months ended June 30, 2017, compared to the six months ended June 30, 2016, primarily due to a decrease in the operating expenses per day as a consequence of continued cost savings and efficiency programs and a decrease in the number of operating days of 1%. Average operating expenses per day ended at $6,756 for the six months ended June 30, 2017 compared to $7,155 for the six months ended June 30, 2016, reflecting a decrease of 6%.

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Adjusted EBITDA

	Six months ended June 30,
	2017			2016
(USD million)
Adjusted gross profit (net earnings from shipping activities)		99.5			147.9
Profit from sale of vessels		2.8			0.0
Administrative expenses		(22.2	)		(21.6	)
Other operating expenses		(0.3	)		(0.2	)
Adjusted EBITDA		79.8			126.1

Profit from sale of vessels amounted to $3 million for the six months ended June 30, 2017 and relates to the sale of the Handysize vessel TORM Madison. There was no profit from sales of vessels in the same period in 2016.

Total administrative expenses and other operating expenses were $22 million for the six months ended June 30, 2016, which was consistent with the six months ended June 30, 2017.

Operating profit

	Six months ended June 30,
	2017			2016
(USD million)
Adjusted EBITDA		79.8			126.1
Impairment losses on tangible and intangible assets		(1.0	)		0.0
Amortization and depreciation		(57.7	)		(60.5	)
Operating profit		21.1			65.6

The impairment loss of $1 million made in the first half of 2017 refers to impairment of assets held-for-sale, as these vessels are measured at fair value less cost to sell, rather than value in use. There was no impairment in the same period in 2016.

TORM plc's operating profit amounted to $21 million for the six months ended June 30, 2017 compared to a profit of $66 million for the six months ended June 30, 2016. Depreciation amounted to $58 million for the six months ended June 30, 2017 compared to $61 million for the six months ended June 30, 2016 due to the decrease in the number of owned vessels.

Profit before tax

	Six months ended June 30, 2017			Six months ended June 30, 2016
(USD million)
Operating profit		21.1			65.6
Financial income		1.0			2.2
Financial expenses		(18.8	)		(21.4	)
Profit before tax		3.3			46.4

TORM plc's profit before tax amounted to $3 million for the six months ended June 30, 2017 compared to a profit of $46 million for six months ended June 30, 2016. Net financial expenses for the six months ended June 30, 2017 decreased to $18 million from $19 million for the six months ended June 30, 2016 due to a reduction in the overall funding ratio.

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Net profit for the period

	Six months ended June 30, 2017			Six months ended June 30, 2016
(USD million)
Profit before tax		3.3			46.4
Tax		(0.3	)		(0.5	)
Net profit for the period		3.0			45.9

TORM plc's net profit for the period amounted to $3 million for the six months ended June 30, 2017 compared to a profit of $46 million for six months ended June 30, 2016.

The decrease in tax expenses relates to a decrease in commercial fees subject to Danish corporate income tax.

Balance sheet

Total assets as of June 30, 2017 were $1,651 million, corresponding to an increase of $79 million compared to December 31, 2016.

The increase in total assets from December 31, 2016 to June 30, 2017 was primarily due to an increase in the Cash and cash equivalents of $138 million because of net cash flow from operating activities of $65 million and a net inflow of $82 million from additional borrowings and the repayment of mortgage debt.

The carrying value of vessels, newbuildings and capitalized dry-docking as of June 30, 2017 amounted to $1,283 million compared to $1,344 million as of December 31, 2016. This decrease was primarily caused by the sale of three vessels and depreciation for the period.

Total equity as of June 30, 2017 was $788 million, corresponding to an increase of $7 million when compared to December 31, 2016. The increase in equity was mainly due to the earnings in the period ended June 30, 2017 and to fluctuations in hedging reserves.

Total liabilities increased by $72 million, from $791 million as of December 31, 2016 to $863 million as of June 30, 2017. The increase consists of an increase of $77 million on non-current liabilities, mainly mortgage debt and bank loans, and a decrease of current liabilities of $5 million mainly driven by a decrease of trade payables and other liabilities.

Consolidated financial statements as of and for the years ended December 31, 2016, 2015 and 2014

Income statement

The table below presents financial information derived from TORM plc's income statement for the years ended December 31, 2016, 2015 and 2014, which reflects a continuation of the historical financial information of Njord.

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Income statement for TORM plc for the years ended December 31, 2016, 2015 and 2014

	Year ended December 31,
	2016			2015			2014
(USD million)
Revenue		680.1			540.4			179.9
Port expenses, bunkers and commissions		(221.9	)		(169.6	)		(81.2	)
TCE earnings		458.2			370.8			98.7
Adjusted gross profit (net earnings from shipping activities)		241.5			235.9			48.4
Adjusted EBITDA		200.0			210.3			40.9
Operating profit/(loss)		(107.2	)		143.0			16.2
Profit/(loss) before tax		(141.7	)		127.0			12.6
Net profit/(loss) for the year		(142.5	)		126.0			12.6

Total revenue for the year ended December 31, 2016 was $680 million, which represents an increase of $140 million compared to the year ended December 31, 2015. This increase in revenue is primarily due to an increase in the number of available earning days resulting from the full year effect due to the acquisition of the fleet from Former TORM A/S resulting from the Combination.

Total port expenses, bunkers and commissions for the year ended December 31, 2016 were $222 million, which represents an increase of $52 million compared to the year ended December 31, 2015. Bunkers amounted to 50%, port expenses to 40%, commissions and other voyage expenses to 10% respectively of the total port expenses, bunkers and commissions for the year ended December 31, 2016. Bunkers amounted to 56%, port expenses to 30%, commissions and other voyage expenses to 14% of the total port expenses, bunkers and commissions for the year ended December 31, 2015. The increase in port expenses, bunkers and commissions was primarily due to a 77% increase in bunker expenses as a result of the increased number of available earning days resulting from the acquisition of the fleet from Former TORM A/S partly offset by the decline in bunker prices during the year.

TCE earnings for the year ended December 31, 2016 were $458 million corresponding to an increase of $87 million compared to the year ended December 31, 2015. The increase in TCE earnings was primarily due to an increase in the number of available earning days equating to an increase in earnings of $261 million. This was a result of an increased fleet size due to the acquisition of the fleet from Former TORM A/S. This was partly offset by lower rates, corresponding to a decrease in earnings of $174 million.

Adjusted gross profit (net earnings from shipping companies) and Adjusted EBITDA were $242 million and $200 million, respectively, for the year ended December 31, 2016 compared to an adjusted gross profit (net earnings from shipping activities) and Adjusted EBITDA of $236 million and $210 million, respectively, for the year ended December 31, 2015. The increase was mainly driven by the increase in available earning days partly offset by lower freight rates for the year ended December 31, 2016 compared to the year ended December 31, 2015.

Operating loss was $107 million for the year ended December 31, 2016 compared to an operating profit of $143 million for the year ended December 31, 2015. The decrease in operating profit was primarily due to an impairment charge of $185 million and increased depreciation and financial expenses due to the full-year impact of the acquisition of the fleet from Former TORM A/S for the year ended December 31, 2016 compared to the year ended December 31, 2015. See Note 8 to the audited consolidated financial statements of TORM plc.

TORM plc reported a net loss for the year ended December 31, 2016 of $143 million, compared to a net profit of $126 million for the year ended December 31, 2015, a decrease of $269 million.

Total revenue for the year ended December 31, 2015 was $540 million, which represents an increase of $361 million compared to the year ended December 31, 2014. This increase in revenue is primarily due to an increase in the number of available earning days resulting from the effect due to acquisition of the fleet from Former TORM A/S in 2015.

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Total port expenses, bunkers and commissions for the year ended December 31, 2015 were $170 million, which represents an increase of $88 million compared to the year ended December 31, 2014. The increase in port expenses, bunkers and commissions was primarily due to the increased number of available earning days resulting from the acquisition of the fleet from Former TORM A/S in 2015.

TCE earnings for the year ended December 31, 2015 were $371 million corresponding to an increase of $272 million compared to the year ended December 31, 2014. The increase in TCE earnings was primarily due to an increase in freight rates corresponding to an increase of $164 million and in the number of available earning days resulting in an increase in earnings of $108 million. The later was a result of an increased fleet size due to the acquisition of the fleet from Former TORM A/S in 2015.

Adjusted gross profit (net earnings from shipping activities) and Adjusted EBITDA were $236 million and $210 million, respectively, for the year ended December 31, 2015 compared to an adjusted gross profit (net earnings from shipping activities) and Adjusted EBITDA of $48 million and $41 million, respectively, for the year ended December 31, 2014. The increase was mainly driven by the increase in available earning days and higher freight rates for the year ended December 31, 2015 compared to the year ended December 31, 2014.

Operating profit was $143 million for the year ended December 31, 2015 compared to an operating profit of $16 million for the year ended December 31, 2014. The increase in operating profit was primarily due to the higher TCE earnings, partly offset by increased depreciation and financial expenses due to the impact of the acquisition of the fleet from Former TORM A/S for the year ended December 31, 2015 compared to the year ended December 31, 2014.

TORM plc reported a net profit for the year ended December 31, 2015 of $126 million, compared to a net profit of $13 million for the year ended December 31, 2014, an increase of $113 million.

Revenue and port expenses, bunkers and commission (TCE earnings)

TCE earnings for TORM plc for the years ended December 31, 2016 and 2015

	LR2			LR1			MR			Handy			Bulk			Not Allocated		Total
Year-end 2015
Available TCE earning days		2,207			1,134			11,562			1,775			298			-		16,974
TCE earnings per earning day, USD		28,674			24,646			20,938			20,287			4,306			-		21,844
TCE earnings, USD million		63.3			27.9			242.1			36.0			1.3			0.2		370.8
Year-end 2016
Available TCE earning days		3,490			2,557			18,659			3,850			-			-		28,556
Change		58	%		126	%		61	%		117	%		(100	%)		-		68	%
TCE earnings per earning day, USD		21,106			18,800			15,462			12,490			-			-		16,049
Change		(26	%)		(24	%)		(26	%)		(38	%)		(100	%)		-		(27	%)
Effect on TCE earnings from change in the available TCE earning days, USD million		36.7			35.0			148.5			42.0			(1.3	)		-		261.0
Effect on TCE earnings from change in TCE earnings per earning day, USD million		(26.4	)		(14.9	)		(102.2	)		(30.0	)		-			0.0		(173.4	)
TCE earnings, USD million		73.6			48.0			288.4			48.0			-			0.2		458.2

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In the first half of 2015, product tanker freight rates were driven by increasing refinery margins, strong growth in US demand for gasoline, long-haul movement of naphtha from Europe to the Far East and newly added Middle East refinery capacity. Refinery margins and freight rates peaked during the third quarter, while freight rates softened during the fourth quarter though remained at strong levels. For the full year 2015, TORM achieved TCE rates of $21,844 per day.

Product tanker freight rates were at healthy levels at the beginning of 2016 but softened during the year, as high product inventory levels globally and lack of long-haul movements of naphtha from the Atlantic Basin to the Far East contained the demand for product tankers. For the full year 2016, TORM achieved TCE rates of $16,049 per day.

For the LR2 fleet, the number of available earning days increased by 58% from the year ended December 31, 2015 and ended at 3,490 earning days for the year ended December 31, 2016. This was due to TORM plc acquiring six LR2 vessels from Former TORM A/S, together with two LR2 vessels on bareboat charter. The average LR2 freight rates for the year ended December 31, 2016 were $21,106 per day resulting in earnings of $74 million.

For the LR1 fleet, the number of available earning days increased by 126% from the year ended December 31, 2015 and ended at 2,557 earning days for the year ended December 31, 2016. This was due to TORM plc acquiring six LR1 vessels from Former TORM A/S. The average LR1 freight rates for the year ended December 31, 2016 were $18,800 per day resulting in earnings of $48 million.

TORM plc acquired 20 MR vessels on July 13, 2015 from Former TORM A/S and further took delivery of three vessels and acquired three second-hand vessels during the period from October to December 2015. Accordingly, the number of available earning days for the MR fleet increased by 7,097 days or 61% from the year ended December 31, 2015 to the year ended December 31, 2016, resulting in an increase in earnings to a total of $288 million.

TORM plc acquired 11 Handysize vessels on July 13, 2015 from Former TORM A/S. Accordingly, the number of available earning days for the Handysize fleet increased by 2,075 days or 117% from the year ended December 31, 2015 to the year ended December 31, 2016, resulting in an increase in earnings to a total of $48 million.

TORM plc acquired two bulk vessels on July 13, 2015 from Former TORM A/S. The vessels were subsequently sold in 2015, hence there was no bulk fleet for the year ended December 31, 2016.

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TCE earnings for TORM plc for the years ended December 31, 2015 and 2014

	LR2			LR1		MR			Handy		Bulk		Not Allocated		Total
Year-end 2014
Available TCE earning days		628			-		6,065			-		-		-		6,693
TCE earnings per earning day, USD		18,766			-		14,323			-		-		-		14,741
TCE earnings, USD million		11.8			-		86.9			-		-		-		98.7
Year-end 2015
Available TCE earning days		2,207			1,134		11,562			1,775		298		-		16,974
Change		251	%		N/A		91	%		N/A		N/A		-		154	%
TCE earnings per earning day, USD		28,674			24,646		20,938			20,287		4,306		-		21,844
Change		53	%		N/A		46	%		N/A		N/A		-		48	%
Effect on TCE earnings from change in the available TCE earning days, USD million		29.6			-		78.7			36.0		1.3		-		108.3
Effect on TCE earnings from change in TCE earnings per earning day, USD million		21.9			27.9		76.5			-		-		0.2		163.8
TCE earnings, USD million		63.3			27.9		242.1			36.0		1.3		0.2		370.8

For the LR2 fleet, the number of available earning days increased by 251% from the year ended December 31, 2014 and ended at 2,207 earning days for the year ended December 31, 2015. This was due to TORM plc acquiring six LR2 vessels from Former TORM A/S together with two LR2 vessels on bareboat charter. The average LR2 freight rates for the year ended December 31, 2015 were $28,674 per day resulting in earnings of $63 million.

For the LR1 fleet, the number of available earning days increased from 0 days from the year ended December 31, 2014 and ended at 1,134 earning days for the year ended December 31, 2015. This was due to TORM plc acquiring six LR1 vessels from Former TORM A/S. The average LR1 freight rates for the year ended December 31, 2015 were $24,646 per day resulting in earnings of $28 million.

TORM plc acquired 20 MR vessels on July 13, 2015 from Former TORM A/S and further took delivery of three vessels and acquired three second-hand vessels during the period from October to December 2015. Accordingly, the number of available earning days for the MR fleet increased by 5,497 days corresponding to 91% from the year ended December 31, 2014 to the year ended December 31, 2015, resulting in earnings of $242 million.

TORM plc acquired 11 Handysize vessels on July 13, 2015 from Former TORM A/S. Accordingly, the number of available earning days for the Handysize fleet increased from 0 from the year ended December 31, 2014 to 1,775 days for the year ended December 31, 2015, resulting in earnings of $36 million.

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TORM plc acquired two bulk vessels on July 13, 2015 from Former TORM A/S. The vessels were subsequently sold in 2015 at book value and as such no gain/loss was recorded in connection with the sale of the vessels.

Adjusted gross profit (net earnings from shipping activities)

	Year ended December 31, 2016			Year ended December 31, 2015			Year ended December 31, 2014
(USD million)
TCE earnings		458.2			370.8			98.7
Charter hire		(21.5	)		(12,0	)		-
Operating expenses		(195.2	)		(122,9	)		(50.3	)
Adjusted gross profit (net earnings from shipping activities)		241.5			235.9			48.4

TORM plc's adjusted gross profit (net earnings from shipping activities) for the year ended December 31, 2016 was $242 million compared to $236 million for the year ended December 31, 2015, corresponding to an increase of $6 million.

Total costs related to charter hire increased by $10 million for the year ended 31 December 2016 compared to the year ended 31 December 2015, due to the full-year effect of the acquisition of vessels on time charter from Former TORM A/S in 2015. There were no vessels on time charter in 2014.

In 2016, total operating expenses for vessels increased by $82 million to $217 million, primarily due to an increase in the number of operating days of 66% as a result of the increase in the fleet size. Average operating expenses per day ended at $6,772 for the year ended December 31, 2016 compared to $7,070 for the year ended December 31, 2015, reflecting a decrease of 4%, primarily due to certain costs related to change of ownership (change of crew and flag), incidents and overhauls.

TORM plc's adjusted gross profit (net earnings from shipping activities) for the year ended December 31, 2015 was $236 million compared to $48 million for the year ended December 31, 2014, corresponding to an increase of $188 million.

In 2015, total operating expenses for vessels increased by $85 million to $135 million, primarily due to an increase in the number of operating days of 156% as a result of the increase in the fleet size. The average operating expenses per day ended at $7,070 for the year ended December 31, 2015 compared to $7,399 for the year ended December 31, 2014.

Adjusted EBITDA

	Year ended December 31, 2016			Year ended December 31, 2015			Year ended December 31, 2014
(USD million)
Adjusted gross profit (net earnings from shipping activities)		241.5			235.9			48.4
Administrative expenses		(41.4	)		(19.5	)		(1.0	)
Other operating expenses		(0.3	)		(6.3	)		(6.5	)
Share of profit from joint ventures		0.2			0.2			-
Adjusted EBITDA		200.0			210.3			40.9

TORM plc's Adjusted EBITDA for the year ended December 31, 2016 was $200 million compared to $210 million for the year ended December 31, 2015, corresponding to a decrease of $10 million.

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Total administrative expenses and other operating expenses increased from $26 million for the year ended 31 December 2015 to $42 million for the year ended 31 December 2016 because of the full year effect of the fleet expansion and the acquisition of Former TORM A/S in 2015.

TORM plc's Adjusted EBITDA for the year ended December 31, 2015 was $210 million compared to $41 million for the year ended December 31, 2014.

Total administrative expenses and other operating expenses increased from $8 million for the year ended 31 December 2014 to $26 million for the year ended 31 December 2015 also as a result of the fleet expansion in 2015 and the acquisition of Former TORM A/S. Before the Combination fees to Former TORM A/S for the commercial and technical management were presented within other operating expenses whereas commercial and technical management after the Combination in the context of administrative personnel and other administrative expenses is presented within administrative expenses.

Operating profit/(loss)

	Year ended December 31, 2016			Year ended December 31, 2015			Year ended December 31, 2014
(USD million)
Adjusted EBITDA		200.0			210.3			40.9
Impairment charges		(185.0	)		-			-
Depreciation		(122.2	)		(67.3	)		(24.7	)
Operating profit/(loss)		(107.2	)		143.0			(16.2	)

TORM plc's operating loss for the year ended December 31, 2016 was $107 million compared to an operating profit of $143 million for the year ended December 31, 2015, corresponding to a decrease of $250 million.

The impairment charge amounted to $185 million for the year ended December 31, 2016 compared to $0 million for the year ended December 31, 2015 due to an impairment of the tanker fleet and related goodwill in the fourth quarter of 2016. See Note 8 to the audited consolidated financial statements of TORM plc.

Depreciation amounted to $122 million for the year ended December 31, 2016 compared to $67 million for the year ended December 31, 2015 driven by the full-year impact of the increase in fleet size from the acquisition of vessels from Former TORM A/S on July 13, 2015.

TORM plc's operating profit for the year ended December 31, 2015 was $143 million compared to an operating loss of $16 million for the year ended December 31, 2014 corresponding to an increase of $159 million.

Depreciation amounted to $67 million for the year ended December 31, 2015 compared to $25 million for the year ended December 31, 2014 as a result of the full-year effect of the acquisition of vessels from Former TORM A/S on July 13, 2015.

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Profit/(loss) before tax

	Year ended December 31, 2016			Year ended December 31, 2015			Year ended December 31, 2014
(USD million)
Operating profit		(107.2	)		143.0			16.2
Financial income		2.8			0.9			-
Financial expenses		(37.3	)		(16.9	)		(3.6	)
Profit/(loss) before tax		(141.7	)		127.0			12.6

TORM plc's loss before tax for the year ended December 31, 2016 was $142 million compared to a profit of $127 million for the year ended December 31, 2015, corresponding to a decrease of $269 million.

Financial expenses for the year ended December 31, 2016 increased to $37 million from $17 million for the year ended December 31, 2015. This was due to the acquisition of vessels on July 13, 2015 from Former TORM A/S at which point TORM plc obtained bank financing that subsequently generated financial expenses. Financial income for the year ended December 31, 2016 increased to $3 million from $1 million for the year ended December 31, 2015.

TORM plc's profit before tax for the year ended December 31, 2015 was $127 million compared to $13 million for the year ended December 31, 2014.

Financial expenses for the year ended December 31, 2015 increased to $17 million from $4 million for the year ended December 31, 2014. This was due to the acquisition of vessels on July 13, 2015 from Former TORM A/S as mentioned above. Financial income for the year ended December 31, 2015 increased to $1 million from $0 million for the year ended December 31, 2014.

Balance sheet

Total assets as of December 31, 2016 were $1,571 million, corresponding to a decrease of $296 million compared to December 31, 2015.

The decrease in total assets from December 31, 2015 to December 31, 2016 was primarily due to a combination of a decrease in the carrying amount of vessels and capitalized dry-docking amounting to a total of $148 million, a decrease in prepayments on vessels of $29 million and a decrease in current assets of $107 million.

The carrying value of vessels, newbuildings, capitalized dry-docking and prepayments on vessels as of December 31, 2016 amounted to $1,388 million compared to $1,565 million as of December 31, 2015. In total, the investments for 2016 amounted to $119 million compared to $1,115 million for 2015 including $860 million from the additions from the Combination. Depreciation on the fleet amounted to $120 million for 2016 compared to $67 million for 2015. As noted above, impairment charge on the fleet amounted to $174 million for 2016 while the impairment charge on goodwill amounted to $11 million. No impairment charges were recognized in 2015.

Total equity as of December 31, 2016 was $781 million, corresponding to a decrease of $195 million compared to December 31, 2015. The decrease in equity was mainly due to a dividend of $25 million, the acquisition of the outstanding shares of $19 million from the squeeze-out of minority shareholders in former TORM and the loss in 2016 of $142 million.

TORM plc's liabilities decreased by $101 million from $892 million as of December 31, 2015 to $791 million as at December 31, 2016. The decrease in liabilities was mainly attributable to repayment of mortgage debt and bank loans, primarily in connection with obtaining the new Term Facility I.

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Total assets as of December 31, 2015 were $1,867 million, corresponding to an increase of $1,242 million compared to December 31, 2014.

The increase in total assets from December 31, 2014 to December 31, 2015 was primarily due to a combination of an increase in the carrying amount of vessels, capitalized dry-docking and prepayments on vessels amounting to a total of $1,028 million and an increase in current assets of $200 million.

The carrying value of vessels, capitalized dry-docking and prepayments on vessels as of December 31, 2015 amounted to $1,567 million compared to $537 million as of December 31, 2014. The increase was primarily attributable to the acquisition of the fleet of 45 vessels from Former TORM A/S on July 13, 2015.

Total equity as of December 31, 2015 was $976 million, corresponding to an increase of $507 million compared to December 31, 2014. The increase in equity was mainly due to the reverse acquisition of TORM A/S of $368 million and the profit in 2015 of $126 million.

TORM's liabilities increased by $736 million from $156 million as of December 31, 2014 to $892 million as at December 31, 2015. The increase in liabilities was mainly attributable to the takeover of liabilities resulting from the acquisition of Former TORM A/S.

Critical Accounting Estimates and Judgments of TORM plc

The preparation of financial statements in conformity with IFRS requires estimates and assumptions that influence the value of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the value of revenue and expenses during the reporting period. These estimates and assumptions are affected by the accounting policies applied. An accounting estimate is considered critical if the estimate requires the executive management's position on matters that are subject to significant uncertainty, if different estimates could reasonably have been applied or if changes in the estimate that would have a material impact on the financial position or results of operations are reasonably likely to occur from financial period to financial period. Our management believed that the accounting estimates employed for the historical financial statements for TORM plc were appropriate and the resulting balance sheet items were reasonable. However, future results of TORM plc could differ from original estimates requiring adjustments to balance sheet items in future periods.

Our management believes that the most significant accounting estimates and judgments relate to the assessment of whether vessels are impaired.

We review the carrying amounts of assets quarterly to determine any indication of impairment either due to a significant decline in market value or in the cash flows generated by the assets. In case of such indication, the recoverable amount of the assets is reviewed by assessing fair value less costs to sell and the value in use for the significant assets within the cash generating unit, the Tanker Segment. Our previously held Bulk Segment was wound down in November 2015. The recoverable amount of the cash generating unit is estimated at the higher of the fair value less costs to sell and the value in use.

For the purpose of assessing the fair value less costs to sell, the market values of the vessels are estimated, for which the most important parameters are the vessels' tons deadweight, the shipyard they were built at and their age. Internal as well as external sources of information are used, including two internationally recognized shipbrokers' valuations (broker valuations) on a quarterly basis.

The value in use is the present value of the future cash flows expected to derive from the cash generating unit. The review for potential impairment indicators and projection of future cash flows is complex and requires, to the extent applicable, various estimates, including forecasts for the next rolling forecast period, our business plans for year two and three, future freight rates (including 10-year historical average freight rates from industry sources amended to reduce strong rates in 2007 and also adjusted for inflation), earnings from the vessels and discount rates. All of these items have historically been volatile, and the calculation of the value in use is very sensitive to changes in the key assumptions.

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If the recoverable amount is less than the carrying amount of the asset, the carrying amount is written down to the recoverable amount. The impairment charge is recognized immediately in the income statement.

The carrying amount of the fleet may not represent the fair market value at any point in time as market prices of second-hand vessels to some degree tend to fluctuate with changes in freight rates and the cost of newbuildings. If the expected future cash flows or related assumptions are changing permanently, a reduction of the carrying amounts of the vessels may be required.

We have recognized an impairment charge related to the vessels in the tanker segment of $174 million for the year ended December 31, 2016. See Note 8 to the audited consolidated financial statements of TORM plc. Based on the fair value less costs to sell test performed, we did not determine any impairment to be present for the two years ended December 31, 2015 and 2014, therefore, TORM plc has not recognized any impairment charges related to the tanker segment for these two years.

The following table lists TORM plc's entire fleet of owned vessels as of June 30, 2017:

Vessel	Year Built	Dwt	Ownership	Flag	Carrying value (USD million)
Fleet on the water:
TORM Helene	1997	99,999	100%	Singapore	8*
TORM Kristina	1999	99,999	100%	Denmark	14*
TORM Gudrun	2000	99,965	100%	Denmark	13*
TORM Ingeborg	2003	99,999	100%	Singapore	17*
TORM Valborg	2003	99,999	100%	Singapore	17*
TORM Marina	2007	109,672	100%	Denmark	33*
TORM Maren	2008	109,672	100%	Denmark	33*
TORM Mathilde	2008	109,672	100%	Denmark	32*
TORM Sara	2003	72,718	100%	Singapore	16*
TORM Emilie	2004	74,999	100%	Denmark	18*
TORM Estrid	2004	74,999	100%	Denmark	18*
TORM Ismini	2004	74,999	100%	Denmark	18*
TORM Signe	2005	72,718	100%	Singapore	20*
TORM Sofia	2005	72,660	100%	Singapore	21*
TORM Venture	2007	73,700	100%	Denmark	24*
TORM Gunhild	1999	44,999	100%	Singapore	8*
TORM Neches	2000	47,052	100%	Singapore	10*
TORM Clara	2000	44,999	100%	Denmark	10*
TORM Cecilie	2001	44,999	100%	Denmark	11*
TORM Amazon	2002	47,275	100%	Panama	12*
TORM San Jacinto	2002	47,038	100%	Denmark	11*
TORM Gertrud	2002	45,990	100%	Singapore	11*
TORM Vita	2002	45,990	100%	Singapore	11*
TORM Gerd	2002	45,960	100%	Singapore	11*
TORM Caroline	2002	44,999	100%	Denmark	11*
TORM Mary	2002	44,990	100%	Singapore	11*
TORM Moselle	2003	47,024	100%	Denmark	11*
TORM Rosetta	2003	47,015	100%	Denmark	13*
TORM Carina	2003	46,219	100%	Denmark	12*
TORM Freya	2003	45,990	100%	Singapore	13*

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Vessel	Year Built	Dwt	Ownership	Flag	Carrying value (USD million)
Fleet on the water:
TORM Thyra	2003	45,950	100%	Singapore	13*
TORM Camilla	2003	44,990	100%	Denmark	12*
TORM Horizon	2004	46,955	100%	Denmark	12*
TORM Resilience	2005	49,999	100%	Singapore	15*
TORM Thames	2005	47,036	100%	Denmark	16*
TORM Helvig	2005	46,187	100%	Singapore	16*
TORM Ragnhild	2005	46,187	100%	Singapore	17*
TORM Eric	2006	51,266	100%	Singapore	15
TORM Platte	2006	46,959	100%	Denmark	17*
TORM Kansas	2006	46,955	100%	Denmark	17*
TORM Republican	2006	46,955	100%	Denmark	17*
TORM Loke	2007	51,372	100%	Singapore	20*
TORM Hardrada	2007	45,983	100%	Singapore	14
TORM Laura	2008	49,999	100%	Denmark	18
TORM Lene	2008	49,999	100%	Denmark	18
TORM Lilly	2009	49,999	100%	Denmark	20*
TORM Lotte	2009	49,999	100%	Denmark	20
TORM Louise	2009	49,999	100%	Denmark	20*
TORM Agnete	2010	49,999	100%	Singapore	23*
TORM Alexandra	2010	49,999	100%	Singapore	23*
TORM Alice	2010	49,999	100%	Singapore	19
TORM Almena	2010	49,999	100%	Singapore	19
TORM Aslaug	2010	49,999	100%	Singapore	19
TORM Atlantic	2010	49,999	100%	Singapore	22*
TORM Agnes	2011	49,999	100%	Singapore	19
TORM Amalie	2011	49,999	100%	Singapore	20
TORM Anabel	2012	49,999	100%	Singapore	23
TORM Arawa	2012	49,999	100%	Singapore	23
TORM Astrid	2012	49,999	100%	Singapore	23
TORM Thor	2015	49,842	100%	Singapore	29
TORM Thunder	2015	49,842	100%	Singapore	29
TORM Timothy	2015	49,842	100%	Singapore	29
TORM Titan	2015	49,842	100%	Singapore	30
TORM Torino	2015	49,842	100%	Singapore	30
TORM Troilus	2015	49,842	100%	Singapore	30
TORM Rhone	2000	35,770	100%	Denmark	7
TORM Ohio	2001	37,278	100%	Denmark	8
TORM Charente	2001	35,751	100%	Denmark	9*
TORM Garonne	2004	37,178	100%	Denmark	13*
TORM Loire	2004	37,106	100%	Denmark	13*
TORM Saone	2004	36,986	100%	Denmark	12*
TORM Tevere	2005	37,383	100%	Denmark	15*
TORM Fox	2005	37,025	100%	Denmark	13*
TORM Gyda	2009	36,207	100%	Denmark	19*
Total	-	-	-		1,283

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Vessel	Year Built	Dwt	Ownership	Flag	Carrying value (USD million)
Newbuildings:
TORM HELLERUP	-	114,000	100%	-	15
TORM HERDIS	-	114,000	100%	-	20
TORM HERMIA	-	114,000	100%	-	15
TORM HILDE	-	114,000	100%	-	10
Total	-	-	-	-	59

* Indicates vessels for which we believe, as of June 30, 2017, that the basic charter-free market value is lower than the vessel's carrying amount. We believe that the aggregate carrying amount of these vessels exceeds their aggregate basic charter-free market value by approximately $130 million, which represents the approximate analysis of the amount by which we believe we would have to reduce our net income if we sold or held for sale all of such vessels in the current environment, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer is not under any compulsion to buy. For purposes of this calculation, we have assumed that the vessels would be sold at a price that reflects our estimate of their current basic market values. The total book value of the fleet exceeds the charter-free market value by approximately $111 million. However, we are not holding our vessels for sale, except as otherwise noted in this registration statement. Further, this has been considered in TORM's impairment indicator analysis as of June 30, 2017. TORM has assessed that there are no significant changes in the assumptions to either the fair value or the value in use, and therefore Management has concluded that no detailed impairment test was required for determining vessel values as of June 30, 2017.

Following the balance sheet date, we completed two transactions to purchase the MR Resale Vessels. See Item 4. "Information on the Company—B. Business Overview—Fleet Development."

Implications of Being an Emerging Growth Company

We had less than $1 billion in revenue during our last fiscal year, which means that we are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, or JOBS Act. An emerging growth company may take advantage of specified reduced public company reporting requirements that are otherwise applicable generally to public companies. These provisions include:

· exemption from the auditor attestation requirement of management's assessment of the effectiveness of the emerging growth company's internal controls over financial reporting pursuant to Section 404(b) of Sarbanes-Oxley; and

· exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information about the audit and financial statements.

We may choose to take advantage of some or all of these reduced reporting requirements. We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of the date we first sell our common equity securities pursuant to an effective registration statement under the Securities Act or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company if we have more than $1 billion in "total annual gross revenues" during our most recently completed fiscal year, if we become a "large accelerated filer" with a public float of more than $700 million, or as of any date on which we have issued more than $1 billion in non-convertible debt over the three-year period prior to such date. For as long as we take advantage of the reduced reporting obligations, the information that we provide shareholders may be different from information provided by other public companies.

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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We currently prepare our consolidated financial statements in accordance with IFRS, as issued by the IASB, which do not have separate provisions for publicly traded and private companies. However, in the event we convert to accounting principles generally accepted in the United States while we are still an emerging growth company, we may be able to take advantage of the benefits of this extended transition period and, as a result, during such time that we delay the adoption of any new or revised accounting standards, our consolidated financial statements may not be comparable to other companies that comply with all public company accounting standards. See Item 3. "Key Information—D. Risk Factors— We are an "emerging growth company" and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A common shares less attractive to investors."

B. Liquidity and Capital Resources

Overview

Our primary application of cash relates to operating expenses, financial expenses (interest payment and debt repayment), and capital expenditures, primarily investments in ships. Payment of amounts outstanding under our Financing Agreements, along with payment of charter hire for chartered-in vessels and all other commitments that we have entered into are made from the cash available to us.

Our primary sources of cash are cash flows from operations, our Financing Agreements (more fully discussed below), and new debt or equity financings and sales of vessels. As of June 30, 2017, the Group had available liquidity in the form of cash and cash equivalents of $214 million and the undrawn Working Capital Facility of $75 million (discussed below). All of our credit facilities carry variable interest rates. The credit facilities are dedicated to the ongoing financing of the operation of existing vessels. The Company uses interest rate swaps to hedge parts of the variable interest rate risk associated with the credit facilities. As of June 30, 2017, we had hedged the interest rate on approximately 50% of our outstanding interest-bearing debt at an interest rate of 1.69%.

As of June 30, 2017, we had no short-term loans other than any short-term part of the facilities included in the table entitled below. See "—Our Financing Agreements" for a description of the repayment schedule. As part of our day-to-day operations, we have accounts payables.

We plan to fund our operations as well as aggregate capital expenditures of $134 million, as of June 30, 2017, related to our obligations under the newbuilding contracts for the construction of the LR2 Product Tanker Newbuildings from internally generated cash flow and our borrowing under our financings agreements.

We are of the opinion that our working capital is adequate to meet our present requirements for the next twelve months following the date of this registration statement.

The table below gives an overview of our long-term bank loans and finance leases.

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Financing Agreements, including long-term and short-term mortgage debt and bank loans and finance leases as of June 30, 2017 of TORM plc.

Facility(1)	Lenders	Maturity	Total Outstanding Debtas of June 30, 2017 (USD millions)	Undrawn Amountas of June 30, 2017 (USD millions)
Term Facility I	Danske Bank 36.5%	July 13, 2021	434.1	N/A
	HSH Nordbank 33.1%
	SEB 13.9%
	DBS 9.7%
	HSBC 6.8%
Working Capital Facility	Danske Bank 46.2%	July 13, 2021	0.0	75.0
	HSH Nordbank 24.3%
	SEB 13.3%
	DBS 11.1%
	HSBC 5.1%
CEXIM Facility	CEXIM	November 30, 2030	0.0	115.2
Term Facility 2	Danske Bank 25.0%	March 31, 2022	120.6	0.0
	ABN Amro 25.0%
	ING 25.0%
	DVB 25.0%
DSF Facility	DSF	December 12, 2022	165.9	N/A
Total debt under the Debt Agreements			720.7	190.2
Finance lease - TORM Amazon (2)	T&T Marine S.A.	September 8, 2017	13.4	N/A
Finance lease - TORM Helene	Flora Co., Ltd.	March 22, 2022	8.2	N/A
Finance lease - TORM Mary	Grange Co., Ltd.	March 22, 2022	10.6	N/A
Finance lease - TORM Vita	Jellicoe Co., Ltd.	April 26, 2022	10.7	N/A
Total debt under the Debt Agreements and finance leases			763.6	190.2

⁽¹⁾ Subsequent to June 30, 2017, we entered into the ING Facility and an amended and restated DSF Facility which together provide for up to an aggregate of $128 million of financing which we have used and expect to use to partially finance the purchase price of the MR Resale Vessels, which amount is not reflected in this table.

⁽²⁾ On September 8, 2017, we repaid the TORM Amazon finance lease in full. Pursuant to our obligation upon the expiration of the vessel's charter-in agreement, we purchased the vessel for JPY 1,500 million, which corresponds to approximately $14 million, based on the USD/JPY exchange rate as of the purchase date.

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Our Financing Agreements

The DSF Facility

In April 2014, certain of TORM plc's vessel-owning subsidiaries, as borrowers, entered into a $150 million secured credit facility, or the DSF Facility, with Danish Ship Finance A/S, or DSF, to partially finance the purchase price of 13 of the Njord Acquisition Vessels, or the DSF Vessels (Tranche 1). The DSF Facility was amended and restated in September 2015 to increase the aggregate loan amount available to the borrower of $196 million in order to finance three of the OCM Newbuildings (Tranche 2) and again in November 2016 to increase the aggregate loan amount to $207 million to partially finance two of our MR tankers, TORM Loke and TORM Troilus (Tranche 3). On September 20, 2017, we amended and restated the DSF Facility for additional borrowings of up to $81 million to partially finance aggregate purchase of the GSI MR Resale Newbuildings (Tranche 4), which will serve as additional collateral vessels under the facility agreement, as amended and restated.

Interest under the DSF Facility is payable quarterly or semi-annually in arrears at the aggregate of the applicable margin (2.5% per annum in respect of the Tranche 1 and Tranche 2; 2.6% per annum in respect of the Tranche 3l 2.35% per annum in respect of Tranche 4) and LIBOR. The DSF Facility matures in June 2026 and the loan principal is expected, as of September 30, 2017, to have the following repayment profile: Fourth quarter of 2017: $4 million; 2018: $17 million; 2019: $73 million; 2020: $11 million; 2021: $51 million; 2022: $22 million; 2023: $5 million; 2024: $5 million; 2025: $5 million; 2026: $50 million.

The DSF Facility is secured by:

· first priority mortgages over the (i)  nine Njord Acquisition Vessels (four of the initial 13 we have since been sold), (ii) three OCM Newbuildings, which were delivered to us between October and November 2015, (iii) TORM Loke and TORM Troilus, and (iv) the GSI MR Resale Newbuildings ((i)-(iv) together, the DSF Collateral Vessels);

· a joint and several guarantee from the vessel-owning subsidiaries of the DSF Collateral Vessels and certain related parties;

· assignment of the insurances, earnings, charters and requisition compensation of the DSF Collateral Vessels;

· an account security agreement in respect of all amounts standing to the credit of the deposit accounts and reserve account opened in the name of the borrower ;

· charges of all the issued shares of the vessel-owning subsidiaries of the DSF Collateral Vessels;

· assignment and subordination of any inter-company indebtedness between the relevant obligors under the DSF Facility.

The DSF Facility contains, among others, the following financial and other covenants:

· Loan-to-value. If at any time the aggregate market value of the vessels and the value of any additional security is less than 133% of the loan amount less amounts on credit in the deposit accounts and reserve account and the value of any additional security, the borrower and guarantors shall, within 30 days of a written request, post additional security or prepay the loan to reduce the excess to zero.

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· Free Liquidity. Minimum unencumbered cash and cash equivalents and, for so long as the availability period under the Working Capital Facility ends at least six months after the calculation date, the undrawn commitments under the Working Capital Facility that are available for utilization, of the higher of $75 million and 5% of our total debt, of which $40 million is required to be unencumbered cash and cash equivalents.

· Equity Ratio. The ratio of market value adjusted shareholders' equity to total market value adjusted assets shall be at least 25%.

· Dividends. We are restricted from making any distributions, including payment of dividends and repayments of shareholders loans, except those distributions made after the first half of each of its financial years, of up to 75% of the borrower's net income (based on our June 30 or year-end financial statements, as the case may be) for that half year period, provided that, after giving effect to such distributions, the Company would not be in breach of its financial covenants contained in the DSF Facility agreement and would not cause an event of default otherwise under the facility agreement. The restrictions on dividends cease to apply at any time (i) the Group's loan-to-value ratio of the sum of the Group's borrowings less cash and cash equivalents to the aggregate market value of the Company's fleet is 50% or below.

The DSF Facility provides for voluntary prepayment, certain mandatory prepayment events and representations, general covenants and events of default provisions, including the following:

· Mandatory Prepayment. The DSF Facility provides for mandatory prepayment following certain events including a change of control, TORM plc being delisted from Nasdaq Copenhagen or a sale or total loss of vessels.

· Events of default. The DSF Facility contains certain events of default, including, among others (i) non-payment of principal and interest (subject to a three-business-day grace period) (ii) breach of financial covenants, certain insurance and security undertakings and certain mandatory prepayment provisions, (iii) breach of other obligations (subject to a 10 business-day grace period if the breach is deemed capable of remedy); (iv) default of the borrower, any guarantor or any other security party on any financial indebtedness (subject to a $10 million aggregate default threshold); (v) any expropriation, attachment, sequestration, distress or execution affects the assets of the borrower, any guarantor or any other security party with an aggregate value of $10 million; (vi) change in ownership or control of a guarantor; (vii) reduction of capital in a guarantor and (viii) material adverse change. After the occurrence of an event of default which is continuing, the agent under the DSF Facility may, and shall if so directed by 66 2/3% of the lenders by notice cancel the loan commitments, declare all amounts outstanding immediately due and payable and/or exercise its rights under the security documents.

The Term Facility 1

On July 13, 2015, or the Restructuring Completion Date, we entered into a $561 million six-year term loan facility with the Participating Lenders, certain other lenders and Danske Bank as agent and security agent, or the Term Facility 1. This facility provides for quarterly fixed amortizations and matures in July 2021 with an expected payment profile as of June 30, 2017: Six months ended December 31, 2017: $26 million; 2018: $51 million; 2019: $51 million; 2020: $51 million; and 2021: $254 million.

This facility bears interest at LIBOR plus a margin of 2.5% per annum.

In January 2016, we received consent from our lenders to amend this facility in accordance with the terms of an amendment and waiver letter. See "—Amendments to the Term Facility I and the Working Capital Facility," below.

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The Working Capital Facility

On the Restructuring Completion Date, we entered into the Working Capital Facility with certain Participating Lenders to obtain financing for general corporate purposes. This $75 million facility has an initial term of six years. This facility bears interest at LIBOR plus a margin of 2.50% per annum. The Working Capital Facility is secured by the same assets as the Term Facility I but ranks ahead of the Term Facility I with respect to the collateral proceeds. For a description of the Term Facility security, see "—Our Financing Agreements—Term Facility I". A commitment fee equal to 40% of the margin is payable by us with respect to any unutilized amounts under the facility and any accrued commitment fee will be payable quarterly in arrears.

The Term Facility I and the Working Capital Facility, which we refer to collectively as the "Restructuring Financing Agreements", are secured by:

· mortgages over 47 vessels in our fleet, or the security vessels;

· guarantees from each of the entities that own the vessels securing this facility and their holding companies, which we refer to collectively as the "NTF Guarantors";

· first priority charges of all the issued shares of the entities that own the vessels and certain Danish holding companies;

· first priority assignment of the insurances, earnings and requisition compensation relating to the security vessels.

The Restructuring Financing Agreements have, among other things, financial covenants, which are tested on a semi-annual basis:

· Minimum liquidity requirement. Minimum liquidity of the higher of $50 million and, on and after six months following the Restructuring Completion Date, 5.0% of our total debt in available cash of which $20 million is required to be cash-on-hand;

· Minimum leverage ratio. The ratio of market value adjusted shareholders' equity to total market value adjusted assets shall be at least 25%; and

· Minimum collateral maintenance requirements. The aggregate fair market value of the secured vessels shall be at least 125% of all outstanding debt under the Restructuring Financing Agreements. The borrower and guarantors shall, within 30 days of a written request, post additional security or prepay the loan to reduce the excess to zero. The fair market value of the secured vessels shall be determined to be the average of two recent appraisals from Approved Brokers based on an arm's length charter-free transaction between a willing and able buyer and a seller not under duress.

The Restructuring Financing Agreements also contain the following covenants and default provisions including, among other things:

· Mandatory prepayment. The Restructuring Financing Agreements provide for mandatory prepayment following certain events including a change of control, sale or total loss of vessels;

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· Events of default. The agreed events of default, which we consider to be standard for facilities of this type and nature, include (i) non-payment, (ii) breach of covenant; (iii) cross-default (subject to a $10 million threshold); (iv) insolvency or bankruptcy; (v) arrest and detention of a mortgaged vessel for a period of more than 30 days; (vi) misrepresentation; (vii) breach of a material contract (viii) cessation of business and (ix) material adverse change. After the occurrence of an event of default which is continuing, the agents may, and shall if so directed by the 66.67% or more of the lenders cancel the loan commitments, declare all amounts outstanding immediately due and payable and/or exercise its rights under the security documents.

The Restructuring Financing Agreements also restrict our ability to:

· Charter in vessels. Our aggregate exposure for chartering-in vessels (including exposure under FFAs entered into for speculative purposes) for a remaining term that exceeds six months shall not exceed an amount equal to a charter-in day rate of $25,000 payable on 50% of all vessels owned by us for a period of 24 months (for example, if we time chartered in vessels at an average rate of $25,000 per day over a 24-month period, we would be able to charter in 38 vessels, including the MR Acquisition Vessels and the OCM Newbuildings); and

In January 2016, we received consent from our lenders to amend this facility in accordance with the terms of an amendment and waiver letter. See "—Amendments to the Term Facility I and the Working Capital Facility", below.

Amendments to the Term Facility I and the Working Capital Facility

In January 2016, we obtained the consent of the applicable lenders under the Term Facility I and the Working Capital Facility to amend certain provisions in the facilities to permit, among other things: (i) the non-mandatory transfer by Njord Luxco of its current stake in TORM A/S to TORM plc in advance of completion of the Exchange Offer; (ii) the completion of the Exchange Offer; (iii) the subsequent delisting of TORM A/S from Nasdaq Copenhagen, conditioned upon the listing of TORM plc on Nasdaq Copenhagen; (iv) the transfer by TORM A/S to TORM plc of the three unencumbered newbuildings contracts of TORM A/S and six unencumbered vessels either by way of a direct transfer or indirectly via a transfer of the relevant TORM A/S subsidiary owning such vessel; (v) the payment of dividends, subject to the satisfaction of certain conditions, including notice to the facility agent under such facilities and the repayment of pre-agreed amount under the Term Facility I; and (vi) applicable amendments to the two facilities to reflect, among other things, (i) through (v), above. We refer to these amendments, collectively, as the "Facility Amendments". 

In connection with the Facility Amendments, the borrowings under the Term Facility I provided to us by certain lenders that did not consent to the Facility Amendments, or the Objecting Lenders, were transferred to Danske Bank under the Term Facility I and the Objecting Lenders were repaid in full in the amount of $21 million by Danske Bank. In connection with this transaction, we repaid $21 million of our outstanding borrowings under our $27 million facility with Danske Bank, or the Danske Bank Facility, on January 13, 2016. The purpose of this was to keep our outstanding borrowings under the Term Facility I unchanged and to reduce our outstanding borrowings under the Danske Bank Facility by $21 million, which we repaid in full on June 30, 2016.

In August 2016, we obtained the consent of the applicable lenders under the Restructuring Financing Agreements to amend certain provisions therein to reflect a permitted intercompany reorganization, which did not constitute a sale of any vessels mortgaged thereunder, pursuant to which Njord ceased to be a guarantor under the Restructuring Financing Agreements.

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The CEXIM Facility

On July 8, 2016, one of our vessel-owning subsidiaries, as borrower, entered into a $115 million secured term loan facility with the Export-Import Bank of China, or the CEXIM Facility, which provides us with borrowings of up to $29 million per vessel to finance the purchase price of each of the LR2 Product Tankers Newbuildings under contract with GSI which are expected to be delivered in the first half of 2018. The CEXIM Facility is guaranteed by TORM A/S and TORM plc and bears interest at a rate of LIBOR plus a margin of 2.25% per annum. Borrowings under each of the four vessel tranches are repayable in 48 equal consecutive quarterly installments and a balloon payment on the final repayment date, which is the earlier of November 30, 2030 or 12 years after the delivery date of the relevant LR2 Product Tanker Newbuilding. The CEXIM Facility is secured by a first priority fleet mortgage over each of the LR2 Product Tanker Newbuildings, first priority share security in the shares of our vessel-owning subsidiary, account security over the earnings accounts of the borrower, charter assignments and charterer's assignments and undertakings in favor of the security agent relating to the LR2 Product Tanker Newbuildings.

The CEXIM Facility has the following financial covenants tested on a semi-annual basis which require us to maintain, among other things:

· Equity Ratio. A ratio of equity to total assets of no less than 25%; and

· Minimum liquidity requirement. A minimum liquidity greater than or equal to the higher of $75 million and 5% of the Group's total debt, of which at least $20 million of such liquidity shall, at all times, consist of the Group's cash and cash equivalents.

The Term Facility 2

On January 6, 2017, we entered into a $130 million syndicated term loan facility, or the Term Facility 2, with Danske Bank A/S as Agent and Security Agent and ABN AMRO, DVB and ING as arrangers and lenders. TORM plc is the borrower under this facility, which is guaranteed by TORM A/S and VesselCo 10 Pte. Ltd., our wholly-owned subsidiary and owner of the nine of our MR product tanker vessels which serve as collateral under the facility. The Term Facility 2 was entered into to partially refinance nine MR product tanker collateral vessels and for general corporate purposes. The Term Facility 2 is secured by first priority mortgages over the nine MR collateral vessels, as well as first priority assignments in respect of each of the vessel's insurances, earnings, requisition compensation, and bareboat charters, share security in the shares of our vessel-owning subsidiary, hedging contract assignments and intra-group loan assignments. The facility bears interest at a rate of LIBOR plus a margin of 2.75% per annum and matures on March 31, 2022. The Term Facility 2 was fully utilized on January 27, 2017, when we drew down $126 million. Our repayments under the facility commenced on March 31, 2017. Borrowings under each of the nine vessel tranches are repayable in 20 equal consecutive quarterly installments of $3 million each with a balloon payment of $70 million due on the maturity date.

The facility has the following financial covenants tested on a semi-annual basis which require us to maintain, among other things:

· Equity Ratio. A ratio of equity to total assets of no less than 25%; and

· Minimum liquidity requirement. A minimum liquidity greater than or equal to the higher of $75 million and 5% of our total debt, of which cash and cash equivalents shall make up the greater of $40 million or 5% of our total debt.

Dividends. Pursuant to the Term Facility 2, we are restricted from making distributions, including payment of dividends or repayments of shareholders loans, except those distributions made after the first half of each of its financial years, of up to 75% of its net income (based on our June 30 or year-end financial statements, as the case may be) for that half year period, provided that, after giving effect to such distributions, the Company would not be in breach of its financial covenants contained in the facility agreement and would not cause an event of default otherwise under the facility agreement. The restrictions on dividends cease to apply at any time (i) the Group's loan-to-value ratio of the sum of the Group's borrowings less cash and cash equivalents to the aggregate market value of the Company's fleet is less than 50% and would continue to be less than 50% following the distribution, or (ii) TORM plc is listed on the New York Stock Exchange or NASDAQ.

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ING Facility

On September 8, 2017, we entered into a secured term loan facility with ING Bank NV, or the ING Facility, which provides us with borrowings of up to $47 million which we have used to finance the purchase of the Hyundai Mipo MR Resale Newbuildings, or the Newbuilding Tranche, and to partially refinance outstanding indebtedness of our 2002-built MR product tanker TORM Amazon, or the Refinancing Tranche. TORM plc is the borrower under the ING Facility and TORM A/S and our wholly-owned subsidiary which owns the security vessels serve as guarantors. The ING Facility has a term of seven years, bears interest at a rate of LIBOR plus a margin of 2.05% per annum and is repayable in equal quarterly installments. The ING Facility is secured by first priority mortgages over the security vessels, as well as first priority assignments in respect of each of the vessel's insurances, earnings and accounts, share security in the shares of our vessel-owning subsidiary and irrevocable joint and several guarantees from the guarantors. The ING Facility contains substantially the same financial covenants, default provisions, undertakings and restrictions as contained in the Term Facility 2, described above.

Finance Leases

In 2009, we entered into a sale and leaseback agreement and bareboat charter, or the TORM Amazon Financial Lease, with T&T Marine S.A., or T&T Marine. Under the TORM Amazon Financial Lease, T&T Marine purchased the MR tanker, the TORM Amazon, from TORM Singapore Pte. Ltd. in July 2009 and concurrently, we chartered-in the TORM Amazon from T&T Marine for a period of eight years. We had an option to purchase the TORM Amazon on the fifth, sixth and seventh anniversary of the delivery date at fixed option prices and were required to purchase the TORM Amazon upon the expiration of the charter-in agreement. Pursuant to this obligation, we repaid the TORM Amazon Financial Lease in full on September 8, 2017 and purchased the TORM Amazon for JPY 1,500 million, which corresponds to approximately $14 million, based on the USD/JPY exchange rate as of the purchase date.

During the first and second quarters of 2017, we entered into a sale and leaseback and bareboat charters for the LR2 tanker, TORM Helene, and two MR tankers, TORM Mary and TORM Vita, pursuant to which we sold the vessels to Flora Co., Ltd., Grange Co Pte. Ltd, Singapore and Jellicoe Co., Ltd., respectively, and concurrently chartered in the three vessels each for a period of 58 months from the delivery date plus 50 more days at our option. These three sale and leaseback transactions are treated as financial leases but have no purchase obligation attached. We have the option to purchase TORM Mary and TORM Helene at fixed option prices upon the expiration of the charter-in agreements on January 23, 2022 (assuming no exercise of our option to extend the charter-in period by 50 days), provided we give the respective owners prior written notice on or before November 15, 2021. We have an option to purchase TORM Vita at a fixed option price at the fourth anniversary of the delivery date, upon prior written notice on or before January 17, 2021, and again at the expiration of the charter-in period, upon prior written notice to the owner on or before January 12, 2022.

As of September 30, 2017, we were in compliance with the financial covenants contained in our debt facilities.

Cash flow

	Year ended December 31,									Six months ended June 30,
Cash flow	2016			2015			2014			2017			2016
(USD million)
From operating activities		171.1			214.1			17.3			65.3			115.8
From investing activities		(119.4	)		(158.8	)		(377.9	)		(9.2	)		(84.5	)
There of investment in tangible fixed assets		(119.4	)		(253.9	)		(377.9	)		(30.0	)		(84.5	)
From financing activities		(144.0	)		75.0			397.1			81.7			(82.6	)

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Consolidated cash flow for the six months ended June 30, 2017 and 2016

Total net cash flow from operating, investing and financing activities for the six months ended June 30, 2017 amounted to an inflow of $138 million against an outflow of $51 million for the six months ended June 30, 2016.

Cash flow from operating activities

Total net cash flow from operating activities for the six months ended June 30, 2017 amounted to an inflow of $65 million against an inflow of $116 million for the six months ended June 30, 2016. The decrease in inflow was mainly attributable to the reduced operating profit, combined with a reduced change in bunkers, accounts receivable and payable of $7 million in 2016, due to timing.

Cash flow from investing activities

For the six months ended June 30, 2017 net cash flow from investing activities amounted to an outflow of $9 million against an outflow of $85 million for the six months ended June 30, 2016. For the six months ended June 30, 2017 the investment in vessels and newbuildings amounted to an outflow of $30 million and the cash in-flow from sale of vessels amounted to $21 million, whereas the investments for the six months ended June 30, 2016 related solely to investment in vessels and newbuildings.

Cash flow from financing activities

For the six months ended June 30, 2017, net cash flow from financing activities amounted to an inflow of $82 million against an outflow of $83 million for the six months ended June 30, 2016. For the six months ended June 30, 2017, repayments of mortgage debt and banks loans generated a total outflow of $79 million of which $35 million related to vessel sales and $44 million related to ordinary installments, while new mortgage debt and other financial liabilities contributed with an inflow of $161 million. For the six months ended June 30, 2016, the inflow related to borrowings of $19 million, repayments of mortgage debt generated an outflow of $82 million and acquisition of outstanding shares in TORM A/S resulted in a cash out-flow of $19 million.The proceeds from borrowings have been used to finance installments on newbuildings and repayment of mortgage debt.

Consolidated cash flow for the years ended December 31, 2016, 2015 and 2014

Total net cash flow from operating, investing and financing activities for the year ended December 31, 2016 amounted to an outflow of $92 million against an inflow of $130 million for the year ended December 31, 2015.

Total net cash flow from operating, investing and financing activities for the year ended December 31, 2015 amounted to an inflow of $130 million against an inflow of $36 million for the year ended December 31, 2014.

Cash flow from operating activities

Total net cash flow from operating activities for the year ended December 31, 2016 amounted to an inflow of $171 million against an inflow of $214 million for the year ended December 31, 2015. The decrease in inflow was mainly driven by the decrease in operating profit and increased interests paid for 2016.

Total net cash flow from operating activities for the year ended December 31 2015 amounted to an inflow of $214 million against an inflow of $17 million for the year ended December 31, 2014. The increase in inflow was mainly driven by improved operating profit and improved working capital.

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Cash flow from investing activities

For the year ended December 31, 2016 net cash flow from investing activities amounted to an outflow of $119 million against an outflow of $159 million for the year ended December 31, 2015. The outflow for the year ended December 31, 2016 related solely to the investment in vessels and newbuildings, whereas the outflow in the year ended December 31, 2015 related to investment in vessels and newbuildings of $254 million partly offset by cash inflow from the former TORM of $78 million and sale of non-current assets of $18 million.

For the year ended December 31, 2015, net cash flow from investing activities amounted to an outflow of $159 million against an outflow of $378 million for the year ended December 31, 2014 primarily relating to the investment in vessels and newbuildings. The outflow from investments in vessels and newbuildings was offset by cash from the business combination of $78 million and sale of non-current assets of $18 million.

Cash flow from financing activities

For the year ended December 31, 2016, net cash flow from financing activities amounted to an outflow of $144 million against an inflow of $75 million for the year ended December 31, 2015. In 2016, borrowings generated an inflow of $49 million, while repayment of mortgage debt amounted to an outflow of $146 million. In addition, we paid dividends in the amount of $25 million and the acquisition of the outstanding shares in TORM A/S in the squeeze-out generated an outflow of $19 million. In 2015, the inflow related to borrowings that generated an inflow of $93 million and capital contributions of $14 million partly offset by repayment of mortgage debt of $29 million.

For the year ended December 31 2015, net cash flow from financing activities amounted to an inflow of $75 million against an inflow of $397 million for the year ended December 31 2014. For the year ended December 31, 2015, borrowings generated an inflow of $93 million while capital contributions amounted to an inflow of $14 million. For the year ended December 31, 2014, borrowings generated an inflow of $150 million and capital contributions generated an inflow of $257 million. The proceeds from borrowings and capital contributions have been used to finance acquisition of vessels and payment of installments on newbuildings.

Capital Expenditures of TORM plc

The table below presents our capital expenditures for the years ended December 31, 2016, 2015 and 2014 and for the six months ended June 30, 2016 and 2017.

Capital Expenditures

	Year ended December 31,						Six months ended June 30,
	2016		2015		2014		2017		2016
Capital Expenditures
(USD million)
Acquisition of vessels and capitalized dry-docking		40.8		112.0		343.3		15.6		26.6
Prepayments on newbuildings		76.9		142.5		34.7		15.3		57.2
Total		117.7		254.5		378.0		30.9		83.8

Capital expenditures for the six months ended June 30, 2017 and 2016 consisted primarily of investments in vessels and capitalized dry-docking and newbuildings. TORM invested $16 million in vessels and capitalized dry-docking for the six months ended June 30, 2017 compared to $27 million for the six months ended June 30, 2016. The decrease is due to fewer dry-dockings. TORM invested $15 million in newbuildings for the six months ended June 30, 2017 compared to $57 million for the six months ended June 30, 2016.

Capital expenditures for the years ended December 31, 2016 and 2015 consisted primarily of investments in vessels and capitalized dry-docking and newbuildings. For the year ended December 31, 2016, TORM plc's prepayments on newbuildings amounted to $77 million compared to $143 million for the year ended December 31, 2015. For 2016, TORM plc's investments related to vessels and capitalized dry-docking amounted to $41 million compared to $112 million in 2015. TORM plc invested a total of $118 million during 2016 against $255 million invested during 2015 and $378 million in 2014. The decrease in capital expenditures is due to the acquisition of the fleet from Former TORM A/S in 2015 and 2014.

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C. Research and Development, Patents and Licenses, etc.

Not applicable.

D. Trend Information

See Item 4. "Information on the Company—B. Business Overview—The Product Tanker Industry."

E. Off-Balance Sheet Arrangements

As of December 31, 2016, other than the ones described in "Contractual Obligations", below, we have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital resources.

F. Tabular Disclosure of Contractual Obligations

We have contractual obligations and commercial commitments for future payments including newbuilding installment payments.

The table below summarizes scheduled payments under TORM plc's contractual obligations as of December 31, 2016.

Our main contractual obligations as of December 31, 2016 are mortgage debt and bank loans of an aggregate of $672 million and installment payments on newbuilding contracts of $62 million and $86 million for the years ended December 31, 2017 and 2018, respectively. See Item 4. "Information on the Company—B. Business Overview" for a description of our newbuilding contracts.

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TORM plc Contractual obligations as of December 31, 2016

	2017		2018		2019		2020		2021		Thereafter		Total
(USD million)
Mortgage debt and bank loans		75.9		75.1		137.5		59.7		306.5		16.9		671.6
Interest payments related to scheduled interest fixing		18.8		14.4		12.0		10.0		7.1		-		62.3
Estimated variable interest payments		8.9		10.6		9.6		6.8		4.5		0.8		41.2
Finance lease liabilities		13.6		-		-		-		-		-		13.6
Interest element regarding finance lease		0.8		-		-		-		-		-		0.8
Newbuilding installments and exercised purchase option contracts		62.4		86.4		-		-		-		-		148.8
Chartered-in vessels (Operating lease)		10.3		3.2		-		-		-		-		13.5
Derivative financial liabilities		4.8		-		-		-		-		-		4.8
Other operating leases		2.1		1.8		1.2		0.2		-		-		5.3
Trade payables and other liabilities		48.9		-		-		-		-		-		48.9
Total		246.5		191.5		160.3		76.7		318.1		17.7		1,010.8

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

Set forth below are the names, ages and positions of the directors, board observers and senior executive officers of TORM plc. Except for the B Director, who is appointed by the holder of our Class B share and is not subject to annual re-election and who may be replaced at any time by the trustee acting on the instructions of the holders of our Class A common shares (other than Njord Luxco and its affiliates), each Director holds office for a two-year term or until his successor has been duly elected and qualified, except in the event of his death, resignation, removal or the earlier termination of his term of office. At the end of the two-year term, a Director may seek re-election.

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The business address of each of our directors and senior management listed below is TORM plc, Birchin Court, 20 Birchin Lane, London, EC3V 9DU, United Kingdom.

Name	Age	Position	Date of Expiry of Current Term (for Directors)
Christopher Helmut Boehringer	46	Chairman	2018
David Neil Weinstein	58	Deputy Chairman (appointed by the holder of the B Share)	Serves until removed by the B shareholder
Torben Janholt	71	Board Member	2018
Pär Göran Trapp	55	Board Member	2018
Rasmus Johannes Skaun Hoffman	40	Board Observer (Employee Representative) (1)
Lars Bjørn Rasmussen	52	Board Observer (Employee Representative) (1)
Jeffrey Scott Stein	47	Minority B Share Board Observer(1)	Serves until removed by the B shareholder
Jacob Balslev Meldgaard	49	Executive Director and Chief Executive Officer of TORM A/S
Christian Søgaard-Christensen	39	Chief Financial Officer of TORM A/S
Lars Christensen	51	Senior Vice President and Head of Projects of TORM A/S
Jesper Søndergaard Jensen	48	Senior Vice President and Head of Technical Division of TORM A/S

⁽¹⁾ Board observers are appointed by the Company's directors and may be removed by directors at any time for any reason. Board Observers can attend and speak at meetings of the Board of Directors but cannot vote.

Biographical information concerning the directors and our senior executive officers listed above is set forth below.

Christopher Helmut Boehringer serves and has served as Chairman of our Board of Directors since August 2015. Mr. Boehringer is also a partner and a Managing Director of Oaktree Capital Management (U.K.) LLP and has held various executive positions within Oaktree since 2006.

Mr. Boehringer also serves as a member of the Board of Directors of Amber GP (London) Limited, LCCG UK Holdings Limited , Eolia Renovables de Inversiones, S.C.R., S.A., LCCG UK Limited, Life Company Consolidation Group Limited, LCCG Holdings (No. 1) Limited, LCCG Holdings (No. 2) Limited, LCCG Holdings (No. 3) Limited and OCM LCCG Holdings Ltd.

Further, Mr. Boehringer is currently member of the Board of Directors of OCM Luxembourg OPPS VII Homer Holdings S.à r.l., OCM Luxembourg OPPS FFF S.à r.l., OCM Luxembourg OPPS VIIIB S.à r.l., OCM Luxembourg OPPS VIIIB Blocker S.à r.l., OCM Luxembourg VOF Blocker S.à r.l, OCM Luxembourg Springboard S.à r.l., OCM Luxembourg Sand Holdings S.à r.l., OCM Luxembourg Avenue S.à r.l, OCM Luxembourg Mars Holdings S.à r.l., Boston S.à r.l., OCM Njord Holdings S.à r.l, OCM Phoenix Holdings I S.à r.l., OCM Phoenix Holdings II S.à r.l., OCM Luxembourg Raphael S.à r.l. and OCM Luxembourg Seraphina S.à r.l. Mr. Boehringer holds a Bachelor of Arts in Economics from Harvard University and a Masters of Business Administration from INSEAD.

David Neil Weinstein serves and has served as a member and Deputy Chairman of our Board of Directors since August 2015. Mr. Weinstein is a Capital Markets, Governance and Reorganization Specialist. Mr. Weinstein also serves as chairman of the Board of Directors of The Oneida Group, Inc., and as a member of the Board of Directors of Seadrill, Ltd, Stone Energy Corporation, and TRU Taj LLC/ TRU Taj Finance, Inc. Mr. Weinstein holds a Bachelor of Arts in Economics from Brandeis University and a Juris Doctor from Columbia University School of Law.

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Torben Janholt serves and has served as a member of our Board of Directors since August 2015. Mr. Janholt also serves as chief executive officer of Pioneer Marine Inc., chief executive officer of Just Water ApS, chairman of the board of directors of Otto Suenson & Co. A/S, and member of the board of directors of Pioneer Marine Pty Ltd. Singapore, A/S United Shipping & Trading Company, Bunker Holding A/S, Unit-Chartering A/S and Uni-Tankers A/S. Mr. Janholt has served as chairman of the board of directors of Lauritzen Tankers A/S, Lauritzen Ship Owner A/S, LB Ship Owner A/S, LK Ship Owner A/S, Shipinvest A/S, Lauritzen Offshore Services A/S and LT Ship Owner A/S and member of the board of directors of KRK 4 ApS, Shipping Holding A/S, A/S Dan-bunkering Ltd., Shipping.dk Chartering A/S, Ship-ping.dk A/S, Shipping.dk Køge A/S, Grenå Stevedore- og Pakhusforretning ApS, Fin-Trans A/S, A/S Global Risk Management Ltd., Sønderjyllands-Terminalen A/S, Bunker Holding Estate A/S, Jyllands-Terminalen A/S, Shipping.dk Aabenraa A/S, CVR: 87137511, Brilliant Maritime Services S.A. ApS, Lauritzen Tankers Ship Owner A/S, Axis Offshore A/S, Shipping.dk Road Division A/S, Lauritzen Reefers A/S, CVR nr.: 15251549, Shipping.dk Middelfart A/S, Outforce A/S, Shipping.dk Kalundborg A/S, LB Ship Owner II A/S, KPI Bridge Oil A/S and Lloyd Copenhagen ApS. In addition, Mr. Janholt has served as a member of the executive management of KRK 4 ApS, Axis Offshore A/S, Lauritzen Reefers A/S, CVR: 15251549, LB Ship Owner II A/S, Lauritzen Offshore Services A/S and J. Lauritzen A/S. Mr. Janholt holds a Certificate in Business Administration from Niels Brock Business College, Denmark and has attended Executive Management Programs at IESE in Spain, Harvard Board education course in Copenhagen, IMD in Switzerland and CEDEP/INSEAD Management School in France.

Pär Göran Trapp serves and has served as a member of our Board of Directors since August 2015. Mr. Trapp serves as chairman of the board of directors of Madrague Capital Partners AB and member of the board of directors of Amara Living Ltd and Energex Partners Ltd. Mr. Trapp was with Morgan Stanley from 1992 to 2013, where he started as crude oil trader, then became Head of Oil Products Trading Europe & Asia, Head of Global Trading and Head of Commodities EMA. Mr. Trapp holds a Master of Science degree in Economics and Business Administration from the Stockholm School of Economics.

Rasmus Johannes Skaun Hoffman is and has beena Board Observer since April 2016 and before that time served, as a member of our Board of Directors since April 2011. Mr. Hoffman has been employed with us since 2003 and serves as chief engineer. Mr. Hoffman also serves on the Board of Directors of TORM A/S.

Lars Bjørn Rasmussen is and has been a Board Observer since July 2017. Mr. Rasmussen has been employed with us since 1999 and serves as chief engineer. Mr. Rasmussen also serves on the Board of Directors of TORM A/S.

Jeffrey Scott Stein is and has been a Board Observer since November 2015. Mr. Stein is the founder of Stein Advisors LLC where he has served as Managing Partner since 2010. Prior to 2010, Mr. Stein co-founded and served as a Principal at Durham Asset Management LLC, as a Managing Director and Co-Director of Research at The Delaware Bay Company, Inc. and as an Associate/Assistant Vice President at Shearson Lehman Brothers. Mr. Stein also serves as the Chairman of Ambac Financial Group, Inc and as a board member of Dynegy Inc. and Westmoreland Coal Company. Mr. Stein holds a Bachelor of Arts in Economics from Brandeis University and a Masters of Business Administration from New York University, Stern School of Business in the United States.

Jacob Balslev Meldgaard serves and has served as the Chief Executive Officer of TORM A/S since April 2010. Prior to joining the Company, Meldgaard served as executive vice president and as a member of the executive management of Dampskibsselskabet NORDEN A/S. Mr. Meldgaard is also a member of the Board of Directors of the Danish Shipping, Danish Ship Finance A/S, Syfoglomad Limited and ICC Denmark. Mr. Meldgaard holds a Bachelor of Commerce degree in international trade from Copenhagen Business School, Denmark and attended the Advanced Management Program at Wharton Business School and Harvard Business School in the United States.

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Christian Søgaard-Christensen serves and has served as the Chief Financial Officer of TORM A/S since May 2016. Mr. Søgaard-Christensen joined TORM in March 2010 and before serving as Chief Financial Officer he served as Senior Vice President and Head of Corporate Support. Prior to joining the Company, Mr. Søgaard-Christensen served as a consultant at McKinsey & Company. Mr. Søgaard-Christensen also serves as the Chairman of the board of directors of TORM A/S and is a member of the board of directors of Intertec Africa Limited. Mr. Søgaard-Christensen holds a Bachelor of Science in Philosophy and Business Administration from Copenhagen Business School, Denmark, a Master of Science in International Business from Copenhagen Business School, Denmark and has attended Executive Management Programs at London Business School, England and Harvard Law School in the United States.

Lars Christensen serves and has served as the Senior Vice President and Head of Projects of TORM A/S since May 2011. Prior to joining the Company, Mr. Christensen served as Managing Director of Navitaship, Vice President of Maersk Broker, Manager at Maersk K.K and Shipbroker at EA Gibson Shipbrokers. Mr. Christensen holds a Certificate in international trade from Copenhagen Business School in Denmark, a Masters of Business Administration from IMD in Switzerland and attended the Executive Management Program at Columbia Business School in the United States.

Jesper Søndergaard Jensen serves and has served as the Senior Vice President and Head of Technical Division of TORM A/S since September 2014. Prior to joining the Company, Mr. Jensen served as Senior Vice President and Technical Manager at Clipper Group and Fleet Group Manager, Manager and Chief Engineer at Maersk Group. Mr. Jensen holds a Bachelor of Technology Management degree in Marine Engineering from the Maritime and Polytechnic College in Denmark and an Executive Masters of Business Administration from Henley Business School in the United Kingdom.

B.          Compensation

At the extraordinary general meeting held on April 4, 2017, our shareholders approved an updated remuneration policy, with effect from the date of the meeting, which includes overall guidelines for incentive pay, for the Board of Directors and executive management. The Company is required, under the UK Companies Act 2006, to prepare a Remuneration Report for each financial year.

Non-Executive Director Compensation

The following table sets out the aggregate 2016 compensation of our Non-Executive Directors:

	Total earned				Paid by TORM A/S (1)				Paid by TORM plc (2)
(USD '000)   Director	Board		Committee		Board		Committee		Board		Committee
Christopher H. Boehringer		158		79		47		24		111		55
David Weinstein		105		26		32		8		74		18
Göran Trapp		53		105		16		32		37		74
Torben Janholt		53		79		16		24		37		55

⁽¹⁾          Board fees earned prior to April 20, 2016 relate directly to TORM A/S directorships.

⁽²⁾          After April 20, 2016, TORM plc paid the members of the Board of Directors.

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Non-Executive members of our Board of Directors are not offered any participation in any share-based incentive schemes, discussed below, however, any fees payable to Non-Executive Directors and any Board Observer may be paid in cash or as a share-based payment.

In 2016, our Minority B Share Board Observer received a fee of €70,000 and each of our other Board Observers received a fee of €50,000.

If a member of the Board of Directors is instructed to take on a specific ad hoc task that falls outside the scope of that member's ordinary duties, such member may be offered an additional fee for the work carried out related to such task subject to the approval by the Board of Directors.

Members of our Board of Directors are not entitled to any kind of compensation upon retirement from their office with the Company other than ordinary compensation on a pro rata basis and we have not allocated funds to provide for pension, retirement or similar benefit to the members of our Board of Directors. There are no contracts between us and any of our directors providing for benefits upon termination of their employment. We have not granted loans, issued guarantees or undertaken similar obligations to or on behalf of our Board of Directors or any of its members.

Executive Management Compensation

Our senior management team, or the Senior Management Team, which is comprised of Jacob Meldgaard, our Executive Director and principal executive officer of TORM plc and the Chief Executive Officer of TORM A/S, Christian Søgaard-Christensen, our principal financial officer and the Chief Financial Officer of TORM A/S, Jesper Jensen, the Head of the Technical Division of TORM A/S and Lars Christensen, the Head of Projects of TORM A/S, receive compensation consisting of a fixed base salary, cash-based bonus incentives paid out in 2016 under our cash bonus programs, discussed below, and customary executive fringe benefits. We have not granted loans, issued guarantees or undertaken similar obligations to or on behalf of senior management.

In 2016, the aggregate compensation paid by the Group to Jacob Meldgaard, for his role as Executive Director and principal executive officer of TORM plc and as the Chief Executive Officer of TORM A/S, amounted to $2,004,625, which includes the fee payable to Mr. Meldgaard for his service on the Board of Directors and the remaining $371,658 of the transaction success fee to which Mr. Meldgaard is entitled in connection with the successful completion of the 2015 Restructuring which was payable in 2016. We have not allocated funds to provide pension, retirement or similar benefits to Mr. Meldgaard.

In 2016, the aggregate compensation paid by the Group to the other members of our Senior Management Team (excluding Mr. Meldgaard) was $1,735,563, which includes an aggregate of $93,164 allocated for pensions for these individuals.

Incentive Schemes

Compensation of our Senior Management Team includes the eligibility to participate in a variable incentive-based pay with a combination of share options, restricted share units and other share-based awards. We have in place a Long-Term Incentive Plan, or the LTIP, pursuant to which our Board of Directors may grant certain employees and executive officers share options, restricted share units, or RSUs, in the form of restricted stock options, or other share-based awards. See Item 10. "Additional Information—A. Share Capital".

During 2016, pursuant to the LTIP, Mr. Meldgaard was granted a total of 1,276,725 restricted stock units, or RSUs, as part of his five-year allocation grant under the LTIP. Each RSU entitles the Chief Executive Officer to acquire one Class A common share, subject to a five-year vesting period, with one fifth of the grant amount vesting at each anniversary date. Vested RSUs may be exercised at a price of DKK 93.6 per Class A common share for a period of twelve months after the vesting date. Assuming 100% vesting and based on the Black-Scholes model, the value of the RSU grant to Mr. Meldgaard would be approximately $3.4 million.

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In addition, during 2016, the members of our Senior Management Team other than Mr. Meldgaard were granted an aggregate of 233,933 RSUs as part of each executive's annual grant. Each RSU entitles the other members of our senior management team to acquire one Class A common share, subject to a three-year vesting period, with one third of the grant amount vesting at each anniversary date. Vested RSUs may be exercised at a price of DKK 93.6 per Class A common share for a period of six months after the vesting date. Assuming 100% vesting and based on the Black-Scholes model, the aggregate RSU grant to the other members of our Senior Management Team would be approximately $477,671.

Cash Bonus Programs

The following cash bonus programs were in effect for 2016:

EBITDA Cash Bonus Program

Pursuant to a cash bonus program that expired on the Restructuring Completion Date, Jacob Meldgaard, in his role as Chief Executive Officer of TORM A/S, received a cash bonus of $409,642, which was conditioned on the Company's full year 2015 EBITDA (excluding vessel sales, investments, and divestments) prior to the 2015 Restructuring (i.e. excluding Njord's operations) exceeding $77 million and was calculated as a percentage of any amounts exceeding that EBITDA threshold. Conditioned upon the same terms, the other members of our Senior Management Team received cash bonuses in an aggregate amount of $405,735. The bonus for each executive officer was paid out in April 2016.

Performance Bonus Program 2016

For the financial year 2016, the Board of Directors provided Jacob Meldgaard, in his role as our Executive Director and Chief Executive Officer of TORM A/S, with a cash performance bonus of $308,075 which is directly linked to (i) the fulfillment of specific performance metrics (up to 50% of the base salary), (ii) the weighted average price to net asset value ratio of listed shares based on the closing share price on Nasdaq Copenhagen on each trading day during the financial year 2015 (up to 50% of the base salary), and (iii) up to 20% of the base salary based on the sole discretion of the Board of Directors. In aggregate, the maximum bonus for the Chief Executive Officer for the financial year 20156 was not permitted to exceed 120% of the Chief Executive Officer's base salary.

For the financial year 2016, the members of our Senior Management Team other than Mr. Meldgaard received cash performance bonuses in an aggregate amount of $229,197 which is directly linked to the fulfillment of specific performance metrics, which include developments in the price of our shares and our cost base (up to 88% of the base salary of each executive).

Employment Agreements

Mr. Jacob Meldgaard

We may dismiss Mr. Meldgaard with twelve months' notice to the end of a month, and Mr. Meldgaard may terminate his contract with six months' notice to the end of a month. Mr. Meldgaard is not entitled to other kinds of remuneration resulting from a retirement from the Company other than performance bonuses earned, if any.

Mr. Meldgaard is subject to global non-competition and non-solicitation clauses for a period of twelve months. For the effective period of these clauses, Mr. Meldgaard is entitled to a monthly compensation corresponding to 100% of his base salary. The non-competition clause may be terminated with one month's notice. However, whether one or both of the non-competition and non-solicitation clauses are effective, the compensation only becomes payable once.

In case of a change of control, as further defined in Mr. Meldgaard's service agreement, Mr. Meldgaard may, within three months from the date of the change, terminate his employment with six months' notice, in which case certain non-compete and non-solicitation clauses will be shortened.

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Under mandatory Danish law, non-competition clauses cannot be enforced after expiry of the notice period if the termination is effected by the Company without Mr. Meldgaard having given reasonable cause for the dismissal.

Other Members of the Senior Management Team

We may dismiss the other members of the Senior Management Team (excluding Mr. Meldgaard) with nine to twelve months' notice (varying length depending on position and seniority) to the end of a month. Each of these executives may all terminate his contract with four to six months' notice (varying length depending on position) to the end of a month.

Based on the current seniority, these current members of our Senior Management Team are not entitled to other kinds of remuneration upon retirement from the Company, other than performance bonuses earned, if any.

These other members of the Senior Management Team are subject to global non-competition clauses for a period of six to twelve months (depending on position). For the effective period of the clauses, these other members of the Senior Management Team are entitled to a monthly compensation corresponding to 100% of their respective base salary.

The non-competition clauses may be terminated with one month's notice. Under mandatory Danish law, non-competition clauses cannot be enforced after expiry of the notice period if the termination is effected by the Company without the members of the Senior Management Team having given reasonable cause for their dismissal.

C. Board Practices

Our Board of Directors maintains overall responsibility for the Company and its strategy and is entrusted with various tasks including appointment and supervision of our Executive Director, Mr. Jacob Meldgaard, and establishment of strategic, accounting, organizational and financial policies.

Our Board of Directors has delegated the day-to-day management of our business to our Executive Director. This includes our operational development and responsibility for implementing the strategies and overall decisions approved by the Board of Directors. The Executive Director also serves the position as Chief Executive Officer of TORM A/S, our largest subsidiary. Transactions of an unusual nature or of major importance may only be effected by our Executive Director on the basis of a special authorization granted by our Board of Directors. In the event that certain transactions cannot await approval of our Board of Directors, taking into consideration the best interests of the Company, our Executive Director, to the extent possible, shall obtain the approval of the Chairman of our Board of Directors and ensure that the Board of Directors is subsequently given notice of such transactions passed. Transactions of an unusual nature or of major importance are defined in our board guidelines for our Board of Directors and include, among other things, the acquisition and disposal of vessels.

Audit Committee

Our Audit Committee consists of: Göran Trapp, as Chairman, Christopher Boehringer and Torben Janholt. Our Audit Committee is responsible for assisting our Board of Directors in fulfilling its responsibilities pertaining to the accounting, auditing and financial reporting of the Company and ensuring the quality and integrity of such reporting.

The Audit Committee meets at least four times a year. Our Chief Financial Officer, the head of the accounting department and our independent auditors normally participate in the meetings. The Audit Committee may invite such other persons to its meetings as it deems appropriate. The Audit Committee performs its duties under terms of reference approved by our Board of Directors. The Audit Committee makes recommendations to our Board of Directors with respect to the appointment of our independent auditors and provides a report on the committee's activities to the Board of Directors.

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NASDAQ requires, among other things, that the audit committee of a listed U.S. company is comprised entirely of directors who the Board of Directors has determined to be independent, as such term is defined under Rule 10A-3 promulgated under the Exchange Act and under the rules of NASDAQ Christopher Boehringer, a current member of our audit committee, is not considered independent. Pursuant to phase-in periods for newly listed companies allowed under the rules of NASDAQ we are required to have a fully independent audit committee within one year from the date of our listing on NASDAQ. As a result, Christopher Boehringer will resign from our audit committee prior to the expiration of the one-year phase-in period.

Nomination Committee

Our Nomination Committee consists of Christopher Boehringer, as Chairman, Torben Janholt and David Weinstein. Our Nomination Committee is responsible for assisting our Board of Directors in maintaining and developing a number of governance procedures and evaluation processes in relation to our Board of Directors and executive management.

The Nomination Committee meets at least twice a year. All members of the Nomination Committee possess the qualifications relevant for the Nomination Committee to perform its tasks. No meetings of the Nomination Committee took place in 2016 as the Board of Directors was appointed in connection with the Redomiciliation.

Remuneration Committee

Our Remuneration Committee consists of Christopher Boehringer, as Chairman, Torben Janholt and David Weinstein. Our Remuneration Committee is responsible for assisting our Board of Directors in reviewing the performance and development of the Company's executive management in achieving corporate goals and objectives, assuring that executive management is compensated effectively, and reviewing the Company's general remuneration policies.

The Remuneration Committee meets at least three times a year. All members of the Remuneration Committee possess the qualifications relevant for the Remuneration Committee to perform its tasks.

Risk Committee

Our Risk Committee consists of Göran Trapp, as Chairman, Christopher Boehringer and Torben Janholt. Our Risk Committee is responsible for assisting our Board of Directors in achieving its supervisory oversight and monitoring responsibilities with respect to internal controls and risk management.

The Risk Committee meets at least three times a year. All members of the Risk Committee possess the qualifications relevant for the Risk Committee to perform its tasks.

Corporate Governance Practices

Pursuant to an exception under NASDAQ listing standards available to foreign private issuers, we are not required to comply with many of the corporate governance practices followed by U.S. companies under the NASDAQ listing standards. Accordingly, we are exempt from many of NASDAQ's corporate governance practices other than the requirements regarding the disclosure of a going concern audit opinion, submission of a listing agreement, notification of material non-compliance with NASDAQ corporate governance practices and the establishment and composition of an audit committee and a formal written audit committee charter. In connection with the expected listing of our Class A common shares on NASDAQ, we will certify to NASDAQ that our corporate governance practices are in compliance with, and are not prohibited by, English Law.  Set forth below is a list of the significant differences between our corporate governance practices and NASDAQ standards applicable to listed U.S. companies.

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Independence of Directors. NASDAQ requires that a U.S.-listed company maintain a majority of independent directors. Our Board of Directors consists of five directors, three of which are considered "independent" under Rule 10A-3 promulgated under the Exchange Act and under the rules of NASDAQ. Under English law and our articles of association, our Board of Directors is not required to consist of a majority of independent directors. Under the UK Corporate Governance Code, to which we are subject, a majority of our board is required to be independent. However, the determination of independence is different from NASDAQ standards and we are permitted to deviate from this requirement as long as we explain why we have done so in our annual report.

Remuneration Committee. NASDAQ requires that a listed U.S. company have a remuneration committee consisting only of independent directors. Under English law and our articles of association, our remuneration committee is not required to consist entirely of independent directors. The UK Corporate Governance Code requires this committee to be comprised of independent directors and that the chairman of the Board of Directors not chair the remuneration committee, but we may choose to deviate from these requirements as long as we explain why in our annual report.

Audit Committee. NASDAQ requires, among other things, that a listed U.S. company have an audit committee comprised of three entirely independent directors. The UK Corporate Governance Code requires an audit committee to be comprised of three, or in the case of smaller companies, two, independent directors, but we may choose to deviate from this requirement as long as we explain why in our annual report.

Executive Sessions. NASDAQ requires that the independent directors of a U.S. listed company have regularly scheduled meetings at which only independent directors are present, or executive sessions. The UK Corporate Governance Code requires that our Chairman hold meetings with non-executive directors without the executives present and that, led by the senior independent director, the non-executive directors meet without the Chairman present at least annually to appraise the Chairman's performance and on such other occasions as are deemed appropriate.

Corporate Governance Guidelines. NASDAQ requires U.S. companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation. The UK Corporate Governance Code requires the Company to report on its compliance with the UK Corporate Governance Code in accordance with the "comply or explain" principle. The Company's position with respect to compliance (or non-compliance) with the individual recommendations of the UK Corporate Governance Code is required to be disclosed in the Company's Annual Report and Accounts. In addition the Company includes on its website a detailed analysis of its compliance (or non-compliance) with the UK Corporate Governance Code in its corporate governance statement.    

Directors' Remuneration Reports. Under Section 420(1) of the UK Companies Act, we are required to produce a directors' remuneration report for each fiscal year. The Directors' remuneration reports must include (i) a directors' remuneration policy, which is subject to a binding shareholder vote at least once every three years, and (ii) an annual report on remuneration in the financial year being reported on, and on how the current policy will be implemented in the next financial year, which is subject to an annual advisory shareholder vote. The UK Companies Act requires that remuneration payments to directors of the Company and payments to them for loss of office must be consistent with the approved directors' remuneration policy or, if not, must be specifically approved by the shareholders at a general meeting.

D. Employees

As of September 30, 2017, we employed approximately 293 people in our offices in Denmark, India, the Philippines, Singapore and the United States, excluding seafarers, who work on our vessels.

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E. Share Ownership

The table below shows, in relation to each of our directors and members of our Senior Management Team, the total number of shares owned and the total number of Restricted Share Units, or RSUs, held as of September 30, 2017. The RSUs granted to our Executive Director, Jacob Meldgaard, were received for his role as Chief Executive Officer of TORM A/S.

Director	Class A Common shares held		Unvested RSUs		Vested RSUs
Christopher H. Boehringer		7,566		0
David Weinstein		0		0
Göran Trapp		12,820		0
Torben Janholt		26		0
Jacob Meldgaard		66		1,021,380		255,345
All other executive officers individually		*		474,955		-

*Our remaining executive officers individually each own less than 1% of our outstanding shares.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

The following table sets forth the beneficial ownership of our Class A common shares, par value $0.01 per share, as of September 30, 2017 by beneficial owners of 5% or more of the common shares. All of our shareholders, including the shareholders listed in the table below, are entitled to one vote for each share held (excluding the B share and the C share).

	Class A Common Shares Beneficially Owned
Name	Number		Percentage(1)
Njord Luxco(2)(4)(5)		39,385,625		63.5	%
DW Partners, LP (3)(4)		4,896.290		7.9	%

_________________________

(1) Calculated based on 61,985,975 common shares (excluding treasury shares) outstanding as of September 30, 2017 (and assuming no Consideration Warrants or Restricted Share Units (RSUs) are exercised).

(2) The business address of Njord Luxco is OCM Njord Holdings S.a r.l, 26A, Boulevard Royal L-2449, Luxembourg, Luxembourg. The majority shareholder of Njord Holdings is OCM Luxembourg OPPS IX Sarl.  The majority shareholder of OCM Luxembourg OPPS IX Sarl is Oaktree Opportunities Fund IX, L.P.  The general partner of Oaktree Opportunities Fund IX, L.P. is Oaktree Opportunities Fund IX GP, L.P.  The general partner of Oaktree Opportunities Fund IX GP, L.P. is Oaktree Opportunities Fund IX GP, Ltd.  The sole director of Oaktree Opportunities Fund IX GP, Ltd. is Oaktree Capital Management, L.P.  The general partner of Oaktree Capital Management, L.P. is Oaktree Holdings, Inc.  The sole shareholder of Oaktree Holdings, Inc. is Oaktree Capital Group, LLC.  The duly appointed manager of Oaktree Capital Group LLC is Oaktree Capital Group Holdings GP, LLC. The members of Oaktree Capital Group Holdings GP, LLC are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank, and Sheldon M. Stone who, by virtue of their membership interests in Oaktree Capital Group Holdings GP, LLC, may be deemed to share voting and dispositive power with respect to the shares of TORM plc held by Njord Holdings. The address for all of the entities and individuals identified above is c/o Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor, Los Angeles, California 90071.

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(3) The business address of DW Partners, LP is 590 Madison Avenue, 9th Floor, New York, NY 10022. DW Partners, LP is the investment manager of DW Catalyst Master Fund, Ltd. and DW Value Master Fund, Ltd. According to Major Shareholder Announcement no. 4 dated April 15, 2016, pursuant to Section 29 of the Danish Securities Trading Act, DW Catalyst Master Fund, Ltd. holds 3,334,873 Class A common shares and DW Value Master Fund, Ltd. holds 1,561,417 Class A common shares. The voting rights attached to these shares are exercised by DW Partners, LP as investment manager.

(4) This information is derived from public sources.

(5) Njord Luxco is the holder of the sole outstanding Class C share. The Class C share has 350,000,000 votes at the general meeting in respect of specified matters, including election of members to our Board of Directors (other than the Deputy Chairman) and certain amendments to the Articles of Association. See Item 10. "Additional Information—A. Share Capital —Our Shares—Class C Share".

As of September 30, 2017, we had 4,787,692 warrants outstanding with each warrant being convertible into one Class A share, par value $0.01 per share, and which can be exercised until July 13, 2020. As of September 30, 2017, we have a total of 2,611,209 RSUs outstanding. Subject to vesting, each RSU entitles the holder to acquire one Class A common share. Assuming the exercise of all of our outstanding warrants and full vesting and exercise of our outstanding RSUs, this would result in the issuance of 7,398,901 additional Class A common shares representing approximately 11% of our issued and outstanding Class A common shares.

The sole outstanding B share is held by a trustee on behalf of non-Oaktree shareholders to provide certain minority protections. The B Share has one vote at the general meeting and the right to elect the Deputy Chairman of our Board of Directors and one Board observer, both of which have been elected. See Item 10. "Additional Information—A. Share Capital —Our Shares—Class B Share".

B. Related Party Transactions

In 2016, the controlling shareholder of Njord, Njord Luxco, contributed capital of $0 million (2015: $14 million; 2014: $257 million). In 2016, TORM paid dividends of $25 million to Njord Luxco (2015 and 2014: $0 million) as part of the ordinary dividends to all shareholders.

Remuneration of our directors and executive management is disclosed in Item 6. "Directors, Senior Management and Employees—B. Compensation" and in Note 4 to our audited consolidated financial statements and notes included herein.

Mr. Boehringer is a partner and a managing director of Oaktree Capital Management (U.K.) LLP. Oaktree affiliates manage (indirectly) the Company's controlling shareholder, Njord Luxco. Oaktree has interests in numerous businesses, including business which may compete directly or indirectly with the group. Mr. Boehringer may from time to time be involved in influencing the business or strategy of such businesses.

Messrs. Janholt and Trapp were nominated as directors of TORM A/S on closing of the 2015 Restructuring by Njord Luxco in its capacity as the controlling shareholder and holder of the TORM A/S C share (and so having the ability to appoint all directors other than the TORM A/S B director) and currently serve as directors of TORM plc. However, neither of them is employed by or otherwise receives remuneration from Oaktree Capital Management or its affiliates.

In the second quarter of 2017, our Executive Director, Jacob Meldgaard, was elected to the Board of Directors of DSF. As of September 30, 2017, we had $162 million outstanding under our debt facility with DSF, which includes the new tranche of up to $81 million of additional borrowings for which we entered into an agreement with DSF in the third quarter of 2017 and which was consolidated as a new tranche into our existing debt facility with DSF.

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To the best of our knowledge, there have been no other transactions with related parties during the periods required to be presented.

C. Interest of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and other Financial Information

Please see the section of this registration statement on Form 20-F entitled Item 18 – "Financial Statements".

Legal Proceedings

We are from time to time and currently a party to various legal proceedings arising in the ordinary course of business. We seek to maintain commercial liability insurance for such cases and to the extent that we find that a specific claim is covered by insurance, we will make no reservations in our accounts except for other related cost such as deductibles payable by us under the insurance policies.

The Group is involved in some legal proceedings and disputes. It is management's opinion that the outcome of these proceedings and disputes will not have any material impact on the Group's financial position, results of operations and cash flows.

Distribution Policy

Our Board of Directors may, in its sole discretion, from time to time, declare and distribute dividends in accordance with our Articles of Association and applicable law. Any decision to distribute dividends will be at the sole discretion of the Board of Directors. Dividends which are declared as interim dividends do not need to be approved by the shareholders at our annual general meeting.

Under English law, we may only pay dividends out of our accumulated, realized profits, as far as not previously utilized by distribution or capitalization, and Distributable Reserves, and provided that at the time of payment of the dividend, the amount of our net assets is not less than the total of our called-up share capital and undistributable reserves. Because we are a holding company we are only able to pay dividends from our available cash on-hand and any funds we receive from our subsidiaries, including TORM A/S. Therefore, there can be no assurance that we will pay any dividends in the future to holders of our Class A common shares, or as to the amount of any such dividends.

We intend to semi-annually distribute 25-50% of net income. The distribution policy will be periodically reviewed and considered in light of our capital structure, strategic developments, future obligations, market trends and shareholder interests. In addition to dividends, we will also consider share repurchases. Currently, we are authorized to acquire treasury A shares equivalent to a total of 10% of the Company's share capital.

In September 2016, we distributed a dividend of an aggregate amount of $25 million, or approximately $0.40 per share, to shareholders. In addition, we have repurchased our own shares for an aggregate amount of $22 million, which includes the $19 million cash consideration paid in the statutory squeeze-out transaction in connection with the Exchange Offer.

In September 2017, we distributed a dividend of an aggregate amount of approximately $1.2 million, or $0.02 per share, to shareholders. This dividend amount corresponds to approximately 42% of our net income for the six months ended June 30, 2017.

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We can give no assurance that dividends will be declared and paid in the future or the amount of such dividends if declared and paid. For a discussion of certain risk factors that may affect our ability to pay dividends, see Item 3. "Key Information—A. Risk Factors". For a description of the restriction on the payment of dividends contained in our financing agreements, see Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Our Financing Agreements". For a discussion of the material tax consequences regarding the receipt of dividends we may declare, see Item 10. E. "Taxation".

B. Significant Changes

Not applicable.

ITEM 9. THE OFFER AND LISTING

A. Offer and Listing Details.

Share History and Markets

Our Class A common shares currently trade on Nasdaq Copenhagen A/S under the symbol "TRMD A". The B share, C share and warrants are not listed for trading on an exchange. See Item 10. "Additional Information—A. Share Capital —Our Shares".

The following tables set forth the high and low prices and the average daily trading volume for TORM A/S' Danish A (before April 19, 2016) and TORM plc's Class A (after April 19, 2016) shares as reported on Nasdaq Copenhagen for the periods listed below. Share prices are presented in Danish Kroner per Danish A/Class A share.  In addition, the information below reflects the issuance of (i) 655.2 million Danish A shares, par value DKK 0.01 per share, in November 2012 in connection with the 2012 Restructuring, and (ii) 95,026,374,554 Danish A shares, par value DKK 0.01 per share, in July 2015 in connection with the 2015 Restructuring, and gives effect to the 1,500:1 reverse stock split that TORM A/S implemented with effect as of September 24, 2015.

	Nasdaq Copenhagen
	High		Low		Average Daily Trading Volume (Shares)
Fiscal year ended December 31, 2012		7,575.00		2,460.00		76
Fiscal year ended December 31, 2013		4,275.00		1,050.00		743
Fiscal year ended December 31, 2014		2,833.50		453.90		755
Fiscal year ended December 31, 2015		2,053.50		92.75		64,310
Fiscal year ended December 31, 2016		99.40		52.00		78,754

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	Nasdaq Copenhagen
	High		Low		Average Daily Trading Volume (Shares)
First quarter 2015		2,053.50		547.50		6,372
Second quarter 2015		1,335.75		525.00		3,951
Third quarter 2015		836.25		94.50		133,633
Fourth quarter 2015		103.50		92.75		104,272
First quarter 2016		99.40		61.50		159,830
Second quarter 2016		89.50		60.00		67,545
Third quarter 2016		68.50		58.00		42,847
Fourth quarter 2016		63.50		52.00		49,365
First quarter 2017		72.50		62.00		66,037
Second Quarter 2017		71.00		61.50		29,391
Third Quarter 2017		69.50		62.00		32,180

	Nasdaq Copenhagen
	High		Low		Average DailyTradingVolume(Shares)
March 2017		72.00		65.50		59,368
April 2017		71.00		67.00		26,466
May 2017		69.50		64.50		33,278
June 2017		66.50		61.50		27,898
July 2017		66.00		63.50		17,206
August 2017		67.50		62.00		47,021
September 2017		69.50		63.00		30,900

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Exchange Rate Information

The following table sets forth, for the periods set forth below, the high, low, average and period end Bloomberg Composite Rate (New York) expressed as DKK per $1.00. The Bloomberg Composite Rate is a "best market" calculation in which, at any point in time, the bid rate is equal to the highest bid rate of all contributing bank indications, and the ask rate is set to the lowest ask rate offered by these banks. The Bloomberg Composite Rate is a mid-value rate between the applied highest bid rate and the lowest ask rate.

	DKK per $1.00
Year	High		Low		Average(1)		Period end
Fiscal year ended December 31, 2012		6.17		5.53		5.77		5.65
Fiscal year ended December 31, 2013		5.84		5.40		5.61		5.43
Fiscal year ended December 31, 2014		6.16		5.36		5.66		6.16
Fiscal year ended December 31, 2015		7.11		6.15		6.72		6.87
Fiscal year ended December 31, 2016		7.16		6.45		6.73		7.07

Month	High		Low		Average(2)		Period end
March 2017		7.08		6.85		6.96		6.98
April 2017		7.02		6.81		6.94		6.83
May 2017		6.85		6.62		6.73		6.62
June 2017		6.68		6.50		6.62		6.51
July 2017		6.55		6.28		6.45		6.28
August 2017		6.34		6.21		6.29		6.24
September 2017		6.34		6.18		6.25		6.30

(1) The average of the Bloomberg Composite Rates on the last business day of each month during the relevant period.

(2) The average of the Bloomberg Composite Rates on each business day during the relevant period.

The Bloomberg Composite Rate on September 30, 2017 was DKK 6.30 per $1.00.

The above rates may differ from the actual rates used in the preparation of our audited consolidated financial statements and other financial information appearing in this registration statement. Our inclusion of these exchange rates is not meant to suggest that the Danish kroner amounts actually represent such dollar amounts or that such amounts could be or could have been converted into dollars at any particular rate, if at all. For a discussion of the impact of the exchange rate fluctuations on our financial condition and results of operations, see Item 11 "Quantitative and Qualitative Disclosures about Market Risk".

B. Plan of Distribution

Not applicable.

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C. Markets.

Our Class A common shares currently trade on Nasdaq Copenhagen A/S under the symbol "TRMD A" and we intend to apply to list the Class A common shares for trading on NASDAQ under the symbol "TRMD" promptly after the effectiveness of this registration statement. There is no assurance that an active and liquid trading market for our common shares will develop or be sustained in the United States or that we will continue to meet NASDAQ's continued listing requirements.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

This section summarizes our share capital and the material provisions of our Articles of Association, including the rights of the holders of our shares. The description is only a summary and does not describe everything contained in our Articles of Association, which are filed as an exhibit hereto.

Issued and Authorized Capitalization

As of September 30, 2017, our share capital consists of 62,298,846 Class A common shares, par value $0.01 per share, one Class B share, par value $0.01 per share and one Class C share, par value $0.01 per share.

At the Company's 2016 Annual General Meeting of Shareholders, the Board of Directors was granted certain authorizations to increase our issued share capital, both with and without pre-emption rights to the existing shareholders. These share authorities expire on March 14, 2021. The Board of Directors did not seek new authorities at the Company's 2017 Annual General Meeting, which took place on April 4, 2017.

Our Board of Directors may issue shares or rights relating to shares for cash free from pre-emption up to an aggregate nominal amount of $5,493,160 comprising:

(a) up to an aggregate nominal amount of $686,142 in connection with the Exchange Offer (of which $622,988.48 nominal value was issued (62,298,846 Class A common shares, one B share and one C share) during the period ended December 31, 2016. As the Exchange Offer has been completed, no further shares will be issued under this authority;

(b) up to an aggregate nominal amount of $1,372,283 and which can be offered in connection with any proposed initial public offering of equity securities on certain United States stock exchanges (of which none were issued during the period ended December 31, 2016, leaving a current authority to issue up to 137,228,300 Class A common shares);

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(c) up to an aggregate nominal amount of $2,596,226 in general equity issues including warrants, convertible debt and general equity with the issue being at fair value as determined by the Board of Directors (of which zero nominal value was used during the period ended December 31, 2016, leaving a current authority to issue up to 2,596,226 Class A common shares); and

(d) up to an aggregate nominal amount of $838,509 to directors, officers or employees of the Company or any of its subsidiaries (of which $19,998 nominal value was used for the grant of restricted share units during the period ended December 31, 2016). Since the balance sheet date of December 31, 2016, a nominal value of $8,666 was used for the grant of restricted share units to directors, officers or employees of the Company or any of its subsidiaries, leaving a current authority to issue up to 809,845 Class A common shares.

Our Board of Directors was also authorized at the 2016 Annual General Meeting of Shareholders to make market purchases up to a maximum of 6,861,413 Class A common shares within a certain pricing range. We have repurchased 312,871 Class A common shares during the period ended December 31, 2016, leaving a current authority to purchase up to 6,548,542 Class A common shares or approximately 11% of our share capital excluding treasury shares.

Our Shares

Class A common shares. Each outstanding Class A common share, par value $0.01 per share, has, (i) on a poll, one (1) vote on all matters at the general meeting (other than the election or removal of the Deputy Chairman), (ii) pre-emption rights upon any new issue of equity securities (including Class A common shares) for cash (unless otherwise provided by the UK Companies Act or our Articles of Association or as disapplied by the relevant shareholders' resolution), and (iii) the right to receive dividends, as well as liquidation proceeds and other distributions, that we may declare from time to time. The Class A common shares are not redeemable, either in full or in part.

Class B share. The one outstanding Class B share, par value $0.01, is held by a trustee on behalf of our minority shareholders (the Class A common shareholders other than Njord Luxco or its affiliates) pursuant to the terms of a minority trust deed, which is filed as Exhibit 2.2 to this registration statement. The Class B share has (i) one vote at our general meetings, (ii) no pre-emptive subscription rights in relation to any issue of new shares of other classes and (iii) effectively carries no right to receive dividends, liquidation proceeds or other distributions from us. The holder of the Class B share has the right to elect one member to our Board of Directors (the Deputy Chairman) as well as appoint one Board observer. Currently, David Weinstein serves as the Class B share elected director and Jeffrey Stein is the appointed Board observer. The Class B share may not be transferred or pledged, except for a transfer to a replacement trustee or a redemption by us. The Class B share is required to be redeemed when the Class C share is redeemed. The trustee is required to exercise its rights as holder of the Class B share at the direction of such minority shareholders. Such minority shareholders are able to direct the trustee as the holder of the Class B share by responding to a directions request distributed to such minority shareholders in accordance with the terms of the minority trust deed.

Class C share. The one outstanding Class C share, par value $0.01, is held by Njord Luxco. The holder of the Class C share has 350,000,000 votes at our general meetings on specified matters, described below. Based on Njord Luxco's share ownership as of September 30, 2017, of 39,385,625 Class A common shares and the C share, Njord Luxco has 389,385,625 votes.

The Class C share votes may only be cast on resolutions in respect of the appointment or removal of directors (excluding the Deputy Chairman) and certain amendments to the Articles of Association proposed by the Board of Directors. The Class C share votes may not be cast on resolutions in respect of any amendments to reserved matters, described below, (unless those reserved matters also constitute changes to our Articles of Association on which the Class C share is entitled to vote), pre-emptive rights of shareholders, rights attached to the Class B share and other minority protection rights provisions contained in our Articles of Association.

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The Class C share has no pre-emption rights in relation to any issue of new shares of other classes, and effectively carries no right to receive dividends, liquidation proceeds or other distributions from us. The Class C share may not be transferred or pledged, except to an affiliate of Njord Luxco or pursuant to redemption by us. The Class C will be automatically redeemed when Njord Luxco and its affiliates cease to beneficially own at least one third of our issued Class A common shares. The voting rights attached to the Class C share have the practical effect of allowing Njord Luxco to control the Board of Directors of TORM plc and to make amendments to the Articles of Association proposed by the Board of Directors, other than amendments to the minority protections, even when Njord Luxco holds only a third of the issued Class A common shares, the votes cast by Njord Luxco would represent approximately 89.9% of the votes that may be cast on resolutions on which the Class C share may vote. 

The reserved matters set forth in our Articles of Association require either the approval of a majority of our Board including our Chairman and Deputy Chairman or the approval of a resolution approved by at least 70% or 86% of the votes capable of being cast. For a description of these reserved matters, see Item. 10. "Additional Information— B. Memorandum and Articles of Association."

Our Share History

Set forth below is our share history of TORM A/S from the 2012 Restructuring through and including the date of this registration statement.

Immediately prior to the 2012 Restructuring, our share capital consisted of 72.8 million Danish A shares, par value 5.00 per share.

In connection with the 2012 Restructuring on November 5, 2012, the par value of the Danish A shares was reduced from DKK 5.00 to DKK 0.01 per share. TORM A/S' share capital amounted thereafter to DKK 0.7 million. TORM A/S' share capital was increased thereafter to DKK 7.3 million, pursuant to an issuance of 655.2 million shares, par value DKK 0.01 per share, in a private placement at a subscription price of DKK 1.79 per share.

In connection with the completion of the 2015 Restructuring, 2015, TORM A/S' share capital was increased to DKK 957,543,745.56, consisting of 95,754,374,554 Danish A shares, one B share with special administrative rights and one C share with special voting rights, each with par value DKK 0.01 per share. A total of 95,754,374,555 votes were attached to the Danish A shares and the B share, and the C share had 525,000,000,000 votes at the general meeting in respect of certain specified matters.

With effect as of September 24, 2015, TORM A/S' share capital was consolidated by consolidating every 1,500 Danish A shares into one new Danish A share with a par value of DKK 15 per share.

On January 13, 2016, 9,810 Danish A shares of DKK 15 and 1,054 fractional Danish A shares of DKK 0.01 each, which we acquired through the redemption process carried out as part of the implementation of the 1,500:1 share consolidation implemented with effect as of September 24, 2015, were cancelled.

At the closing of the Exchange Offer 62,298,846 TORM A/S A shares were tendered for exchange for one TORM plc Class A common share, par value $0.01 per share, and the TORM A/S B share and C share were each exchanged for a TORM plc Class B share and Class C share, respectively. TORM plc purchased the remaining 1,523,139 TORM A/S shares. Upon the completion of the Exchange Offer, our share capital consisted of 62,298,846 Class A common shares, par value $0.01 per share, one B share, par value $0.01, one C share, par value $0.01, and 50,000 redeemable shares of GBP 1.00 each.

In September 2016, we redeemed the 50,000 redeemable shares of GBP 1.00 each.

Treasury Shares

As of September 30, 2017, we have 312,871 treasury shares.

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Warrants

As part of the 2015 Restructuring, TORM A/S' issued 7,181,578,089 Consideration Warrants each entitling the holder thereof to subscribe for one new Danish A share, par value DKK 0.01, without pre-emption rights for TORM A/S' existing shareholders. Those Consideration Warrants were consolidated on a 1,500 for one basis with effect as of September 24, 2015. On closing of the Exchange Offer, each Consideration Warrant that was assented to the Exchange Offer was exchanged for an equivalent warrant in TORM plc.  Exchanged Consideration Warrants in TORM A/S were cancelled. As a part of the Exchange Offer, the Consideration Warrants could be exchanged on a one-for-one basis for an equivalent TORM plc warrant or, if unexercised during the four weeks following the closing of the Exchange Offer, the Consideration Warrants lapsed automatically without compensation.  Each TORM plc warrant currently outstanding is convertible into one Class A common shares, par value $0.01 per share, against payment of a subscription price of DKK 96.3.The warrants can be exercised until July 13, 2020. As of September 30, 2017, there were 4,787,692 warrants outstanding.

Restricted Share Units

In accordance with our remuneration policy adopted at our General Meeting in April 2017, our Board of Directors, pursuant to a long-term incentive program, which we refer to as the LTIP, may periodically grant certain employees Restricted Share Units, or RSUs in the form of restricted stock options. The initial long-term incentive program established by TORM A/S was replaced by a similar program issued by TORM plc following the Redomiciliation and TORM plc assumed all of the rights and obligations under the LTIP. Our 2017 Management Long-Term Incentive Plan is filed herewith as Exhibit 4.7.  Each RSU granted under the LTIP entitles its holder to acquire one Class A common share, subject to vesting. The RSUs are subject to a minimum of a three-year vesting period, with one third of the grant amount vesting at each anniversary date. The RSUs granted to our Executive Director are subject to a five year vesting period. Vested RSUs may be exercised at a price of DKK 93.6 per Class A common share (which exercise price was originally DKK 96.3 but subsequently adjusted due to the dividend payment in September 2016) for a period of twelve months after the vesting date in the case of RSUs granted to our Executive Director, and six months after the vesting date in the case of the other members of our Senior Management Team and other employee grantees.

Holders of RSUs do not, and will not, have rights as a shareholder with respect to such RSUs until such time as the RSUs vest and are exercised and the Class A common shares are issued. The RSU allocation is subject to the laws of England and Wales and includes certain adjustment and acceleration provisions, exercise conditions and other customary terms.

In 2016 and 2017 (through September 30, 2017), respectively, we granted a total of 2,994,009 RSUs, of which 2,611,209 are outstanding as of September 30, 2017, to our Executive Director, the other members of the Senior Management Team and certain employees pursuant to the LTIP. As of September 30, 2017, 255,345 RSUs were exercisable, 233,933 RSUs have expired worthless and no RSUs have been exercised. See Item 6. "Directors, Senior Management and Employees—B. Compensation" and "—E. Share Ownership".

Directors

Our articles of association provide that our Board of Directors shall consist of a minimum of two and a maximum of seven members elected by the shareholders at the general meeting but subject to the special voting rights attached to the Class B share and the Class C share. Our Board of Directors currently consists of five members, including the Chairman and the Deputy Chairman, and three board observers. Our articles of association provide that the members of the Board of Directors elected by the shareholders at the general meeting shall hold office for a term of two years. Retiring members of the Board of Directors are eligible for re-election.

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Shareholders' Meetings

Our annual general meetings are held in accordance with our Articles of Association and the requirements of the UK Companies Act at such times and places as our Board of Directors determines. At a general meeting of shareholders of a specific class of our shares, the applicable provisions of our Articles of Association and the UK Companies Act relating to general meetings will apply with any necessary changes, including but not limited to changes to the quorum requirement.

No business may be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum does not preclude the appointment of a chairman, whose appointment is not treated as part of the business of a meeting. In respect of a general meeting, a quorum is satisfied by the presence in person or by proxy of at least two shareholders. In respect of a meeting of our Class B share or Class C share, a quorum is satisfied by the presence in person or by proxy of one shareholder of such class who owns at least one third of the issued shares of such class. In respect of a class meeting of any other class of our shares, a quorum is satisfied by the presence in person or by proxy of at least two persons entitled to vote upon the business to be transacted, each person being either a shareholder, a proxy for a shareholder or a duly authorized representative of a corporation that is a shareholder, and who own at least one third of the issued shares of such class (excluding any shares of such class held as treasury shares). In accordance with our Articles of Association and the requirements of the UK Companies Act, an ordinary resolution is approved by a simple majority of the shareholders present in person or by proxy and entitled to vote at the general meeting. Voting at a general meeting may be on a show of hands or on a poll. Either the Chairman of the meeting or any person present that is entitled to vote may demand that the vote be taken on a poll. On a show of hands such shareholder present in person or by proxy has one vote.  On a poll, each shareholder present in person or by proxy has one vote for each Class A common share or Class B share held. The Class C share may vote only on certain resolutions. Accordingly, at a general meeting at which only two persons are present and entitled to vote, the affirmative vote of both shareholders present is required to pass an ordinary resolution on a show of hands whereas at a general meeting at which three persons are present and entitled to vote, the affirmative vote of two persons is required to pass an ordinary resolution on a show of hands. This applies even if one of the persons present is Njord Luxco, or another substantial majority shareholder. Where a poll is demanded (which we anticipate will be the case for all resolutions at all meetings), each shareholder present in person or by proxy has one vote for each Class A common share or Class B share held (and if the Class C share is entitled to vote it has 350,000,000 votes).

B. Memorandum and Articles of Association

TORM plc's corporate affairs are governed by our articles of association and by the UK Companies Act. You should be aware that the UK Companies Act differs in certain material respects from the laws generally applicable to U.S. companies incorporated in the State of Delaware. Accordingly, you may have more difficulty protecting your interests under English law in the face of actions by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction, such as the State of Delaware.

Purpose

Our objectives are unrestricted as there are no specific restrictions contained in our Articles of Association. However, we intend to carry out business within shipping, chartering and other transport services, to make investments, including in real property, and to carry on such other business our directors may deem incidental to the attainment of the aforementioned objectives.

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UK Law Considerations

Our Articles of Association set out those rights of our shareholders and attaching to our shares and which are not, or may not be, prescribed by English law generally (including the UK Companies Act) and include the following provisions:

Dividend Rights

Subject to the provisions of English law, dividends may be paid out of assets legally available at the times and in the amounts as our Board of Directors may determine from time to time. All dividends are declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid. Dividends are only payable on our Class A common shares. Any dividend unclaimed after a period of 12 years from the due date of payment of such dividend shall, if the Board of Directors so resolves, be forfeited and shall revert to us. In addition, the payment by our Board of Directors of any unclaimed dividend, interest or other sum payable on or in respect of a Class A common share into a separate account shall not constitute us as a trustee in respect thereof.

Voting Rights

There are no cumulative voting rights. None of our shareholders will be entitled to vote at any general meeting or at any separate class meeting in respect of any share unless all calls or other sums payable in respect of that share have been paid.

Pre-emptive Rights

There are no preemptive rights under our Articles of Association in respect of transfers of issued Class A common shares.

Under the UK Companies Act, "equity securities" (being (i) shares in us other than shares that with respect to dividends and capital carry a right to participate only up to a specified amount in a distribution or (ii) rights to subscribe for, or to convert securities into, such shares) proposed to be allotted for cash must be offered first to the existing equity shareholders in us in proportion to the respective nominal value of their holdings, unless an exception applies or a special resolution to the contrary has been passed by shareholders in a general meeting or the Articles of Association provide otherwise, in each case in accordance with the provisions of the UK Companies Act.

These statutory pre-emption rights would require us to offer new equity securities for allotment to existing shareholders on a pro rata basis before allotting them to other persons, unless shareholders disapply such rights by a special resolution at a shareholders' meeting. These pre-emption rights have been disapplied by our shareholders and we shall propose equivalent resolutions in the future once the initial period of disapplication has expired in 2021, but subject always to the restrictions in our Articles of Association.

Our Articles of Association require that:

· issues of equity securities that are not offered first to holders of Class A common shares (other than those issued under management/equity incentive plans or at fair market value for the acquisition of a business, vessels or other assets or in connection with a merger or consolidation which does not need to be approved under our Articles of Association) must first be approved either by a majority of the Board of Directors including the Chairman and Deputy Chairman or by a resolution approved by the holders of at least 86% of the issued Class A common shares voted on that resolution;

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· issues of equity securities that are not offered first to holders of Class A common shares and that are issued at fair market value to acquire a business whose EBITDA represents more than 50% of our EBITDA or to acquire assets whose value exceeds 50% of the value of our gross assets, must first be approved either by a majority of the Board of Directors, including the Chairman, or by a resolution approved by holders of at least 70% of the issued Class A common shares voted on that resolution; and

· all other disapplications of pre-emption rights in connection with the issue of equity securities must be approved by holders of our Class A common shares representing at least 95% of the votes cast on the relevant resolution.

In any circumstances where the pre-emption rights have not been disapplied, the procedure for the exercise of such statutory pre-emption rights would be set out in the documentation by which such equity securities would be offered to our shareholders.

Liquidation Rights

Holders of Class A common shares are entitled to participate in any distribution of assets upon our liquidation after payment of all debts and other liabilities. A liquidator may, with the sanction of a special resolution and any other sanction required by the UK Insolvency Act 1986, divide among the members in specie the whole or any part of our assets and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members.

Variation of Rights

Generally, the rights or privileges attached to any class of shares may (unless otherwise provided by the terms of the issue of the shares of that class) be varied or abrogated by (i) the written consent of the holders of 3/4 in nominal value of the issued shares of that class or (ii) a special resolution passed at a general meeting of the shareholders of that class. However, our Articles of Association provide that any change to the rights or privileges attached to any class of shares may only be made if approved by either a majority of our Board of Directors including the Chairman and Deputy Chairman or by the holders of at least 86% of the issued Class A common shares voted on that resolution.

Capital Calls

Our Board of Directors has the authority to make calls upon the shareholders to pay any money for their shares which has not yet been paid to us. This includes the nominal value of the shares and any premium payable on those shares. Each shareholder shall pay to us as required by such notice the amount called on its shares. If a call remains unpaid after it has become due and payable, and the 14 days' notice provided by our Board of Directors has not been complied with, any share in respect of which such notice was given may be forfeited by a resolution of our Board of Directors. Our Board of Directors also has the authority to make calls on people who are entitled to shares by law.  As of the date hereof, we do not have any issued and outstanding shares that have not been fully paid up.

Transfer of Shares

Our share register is maintained by our registrar and transfer agent, Computershare. Registration in this share register is determinative of share ownership. A shareholder who holds our shares through The Depository Trust Company, or DTC, is not the holder of record of such shares. Instead, the depositary (for example, Cede & Co., as nominee for DTC) or other nominee is the holder of record of such shares. Accordingly, a transfer of shares from a person who holds such shares through DTC to a person who also holds such shares through DTC will not be registered in our official share register, as the depositary or other nominee will remain the record holder of such shares. The directors may decline to register in our official share register a transfer of a share that is:

· not fully paid or on which we have a lien;

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· not lodged duly stamped at our registered office or at such other place as the directors may appoint, except where uncertificated shares are transferred without a written instrument;

· not accompanied by the certificate of the share to which it relates or such other evidence reasonably required by the directors to show the right of the transferor to make the transfer, except where a certificate has not been issued;

· a Default Share where the holder has failed to provide the required details to us under "—Certain UK Company Considerations—Disclosure of Interests in Shares";

· in respect of more than one class of share; or

· in the case of a transfer to joint holders of a share, the number of joint holders to whom the share is to be transferred exceeds four.

Limitations on Ownership

Under UK law generally and our Articles of Association, there are no limitations on the right of non-residents of the United Kingdom or owners who are not citizens of the United Kingdom to hold or vote our Class A common shares.

Directors

Number

Unless and until we, in a general meeting of our shareholders, otherwise determine, the number of Directors shall not be less than two and more than seven. Directors (other than the Deputy Chairman) may be appointed by any ordinary resolution of shareholders or by the Board of Directors. However, our C share confers rights that effectively permit the holder to appoint all Directors other than the Deputy Chairman. Our B share confers rights permitting the holder to appoint the Deputy Chairman. A Director appointed by the Board of Directors holds office until the Company's second annual general meeting after his appointment and if not re-appointed at such annual general meeting the Director shall vacate office at its conclusion.

Borrowing Powers

Under our Directors' general power to manage our business, our Directors may exercise all the powers of the Company to borrow money, to indemnify and to mortgage or charge our undertaking, property, assets (present and future) and uncalled capital or parts thereof and to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of our Company or of any third party. However, our Articles of Association provide that any net financial indebtedness in excess of 65% of the gross value of our vessels must be approved by the Board of Directors or shareholders as a reserved matter.

Directors' Interests and Restrictions

Our Board of Directors may, in accordance with our Articles of Association and the requirements of the UK Companies Act, authorize a matter proposed to us that would, if not authorized, involve a breach by a Director of his duty under section 175 of the UK Companies Act to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with our interests. A Director is not required, by reason of being a director, to account to us for any remuneration or other benefit that he or she derives from a relationship involving a conflict of interest or possible conflict of interest which has been authorized by our Board of Directors.

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Provided that a Director has disclosed to the Board of Directors the nature and extent of his or her material interest, that Director may be party to or interested in any arrangement with us (or any party related to us) and that Director shall not be required by reason of their office, to account to us for any benefit derived from such arrangement and no such arrangement shall be required to be avoided by us because of any such interest.

Except as provided in our Articles of Association, a Director shall not vote at a meeting of the Board of Directors on any resolution concerning a matter in which he or she has, directly or indirectly, an interest, other than (i) an interest in our shares or debentures or other securities, (ii) where permitted by the terms of any authorization of a conflict of interest or by an ordinary resolution, or (iii) in the circumstances set out in the following paragraph, and shall not be counted in the quorum at a meeting with respect to any resolution on which he or she is not entitled to vote.

A Director shall be entitled to vote (and be counted in the quorum) in respect of any resolution concerning any of the following matters:

· the giving of any guarantee, security or indemnity in respect of money lent or obligations incurred by him or her or any other person at the request of or for the benefit of us or any of our subsidiary undertakings;

· the giving of any guarantee, security or indemnity in respect of a debt or obligation of ours or any of our subsidiary undertakings for which he or she has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

· any proposal concerning an offer of shares or debentures or other securities of or by us or any of our subsidiary undertakings for subscription or purchase or exchange in which offer he or she is or will be interested as a participant in the underwriting or sub-underwriting of such offer;

· any proposal concerning any other company in which he or she is interested, directly or indirectly and whether as an officer or shareholder or otherwise, provided that he or she (together with persons connected with him or her) does not to his or her knowledge hold an interest in shares representing one percent or more of the issued shares of any class of such company (or of any third company through which his or her interest is derived) or of the voting rights available to shareholders of the relevant company;

· any proposal concerning the adoption, modification or operation of a pension, superannuation fund or retirement, death or disability benefits scheme or an employees' share scheme under which he or she may benefit and which relates to our employees and/or directors and does not accord to such Director any privilege or benefit not generally accorded to the persons to whom such scheme relates;

· any proposal under which he or she may benefit concerning the giving of indemnities to our Directors or other officers which the Directors are empowered to give under our Articles of Association;

· any proposal under which he or she may benefit concerning the purchase, funding and/or maintenance of insurance for any of our directors or other officers that the directors are empowered to purchase, fund or maintain under our articles of association; and

· any proposal under which he or she may benefit concerning the provision to directors of funds to meet expenditures in defending proceedings.

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Where proposals are under consideration to appoint two or more Directors to offices or employments with us or with any company in which we are interested or to fix or vary the terms of such appointments, such proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not prohibited from voting as noted above) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his or her own appointment.

If any question shall arise at any meeting as to the materiality of a Director's interest or as to the entitlement of any Director to vote and such question is not resolved by his or her agreeing voluntarily to abstain from voting, such question shall be referred to the Chairman of the meeting (or, where the interest concerns the Chairman, to the Deputy Chairman of the meeting), and his or her ruling in relation to any Director shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned have not been disclosed fairly.

Remuneration

Each of the Directors may (in addition to any amounts payable as described below or under any other provision of our Articles of Association) be paid out of our funds such fees as the Directors may from time to time determine but subject to a maximum annual aggregate amount of $1,500,000.

Any Director who is appointed to hold any employment or executive office with us or who, at our request, goes or resides abroad for any of our purposes or who otherwise performs services that in the opinion of the Directors are outside the scope of his or her ordinary duties may be paid such additional remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Directors (or any duly authorized committee of the Directors) may determine either in addition to or in lieu of any other remuneration.

Each Director may be paid his or her reasonable traveling expenses (including hotel and incidental expenses) of attending and returning from meetings of the directors or committees of the directors or general meetings or any separate meeting of the holders of any class of our shares or any other meeting that as a director he or she is entitled to attend and shall be paid all expenses properly and reasonably incurred by him or her in the conduct of our Company's business or in the discharge of his or her duties as a director.

Pensions and Other Benefits

The Directors may exercise all of the powers of the Company to provide benefits, either by the payment of gratuities or pensions or by insurance or in any other manner whether similar to the foregoing or not, for any Director or former Director, or any person who is or was at any time employed by, or held an executive or other office or place of profit in, us or any entity that is or has been a subsidiary of ours or a predecessor of our business or of any such subsidiary and for the families and persons who are or was a dependent of any such persons and for the purpose of providing any such benefits contribute to any scheme trust or fund or pay any premiums.

Appointment and Retirement of Directors

The Directors have power to appoint any person who is willing to act to be a Director, either to fill a casual vacancy or as an additional Director so long as the total number of directors shall not exceed seven. Any Director so appointed shall retire from office at our annual general meeting following such appointment. Any Director so retiring shall be eligible for re-election.

We may by ordinary resolution (but subject to the special voting powers of our B share and our C Share) elect any person who is willing to act as a Director either to fill a vacancy or as an addition to the existing Directors or to replace a Director removed from office under our Articles of Association so long as the total number of Directors does not at any time exceed seven (disregarding alternate directors).

Each Director shall retire and shall (unless his or her terms of appointment with us specify otherwise) be eligible for re-election at the second annual general meeting (or such earlier annual general meeting as may be specified for this purpose in his terms of appointment with us) following his last appointment, election or re-election at any general meeting of our shareholders.

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At the meeting at which a Director retires under any provision of our Articles of Association (but subject to the special voting powers attached to our B share and our C share), we may by ordinary resolution fill the vacated office by appointing a person to it, and in default the retiring Director shall be deemed to have been re-appointed except where:

(i) that Director has given notice to us that he or she is unwilling to be elected; or

(ii) at such meeting, it is expressly resolved not to fill such vacated office or a resolution for the reappointment of such Director shall have been put to the meeting and not passed.

In the event of the vacancy not being filled at such meeting, it may be filled by the Directors as a vacancy as described above.

The retirement of a Director shall not have effect until the conclusion of the relevant meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a resolution for his re-election is put to the meeting and not passed and accordingly a retiring Director who is re-elected or deemed to have been re-elected will continue in office without break.

Indemnity of Directors

Under our Articles of Association, and subject to the provisions of the UK Companies Act, each of our Directors is entitled to be indemnified by us against all costs, charges, losses, expenses and liabilities incurred by such Director or officer in the execution and discharge of his or her duties or in relation to those duties. The UK Companies Act renders void an indemnity for a Director against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he or she is a director, as described in the table below under the heading "Indemnification of Directors and Officers".

Shareholders' Meetings

Each year, we will hold an annual general meeting of our shareholders in addition to any other meetings in that year, and will specify the meeting as such in the notice convening it. The annual general meeting will be held at such time and place as the directors may appoint. The arrangements for the calling of general meetings are described in the table below under the heading "Shareholder Meetings and Voting Rights." No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment of a chairman, which appointment shall not be treated as part of the business of a meeting. Two persons present and entitled to vote upon the business to be transacted, each being either a shareholder or a proxy for a shareholder or a duly authorized representative of a corporation which is a shareholder shall be a quorum for all purposes.

Governing Law and Jurisdiction

The rights of our shareholders and any issues arising out of our Articles of Association will generally be governed by English law, and the English courts shall have exclusive jurisdiction with respect to any suits brought by shareholders (in their capacity as such) against us or our directors. For shareholders who hold our shares through DTC, your rights will also be governed by the rules and procedures of DTC and the terms of the relationship between you and the bank, broker or other financial institution through which you hold your interest.

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Reserved Matters

Our Articles of Association contain provisions such that certain corporate actions by members of our group require either the approval of a majority of our Board of Directors including the Deputy Chairman or the affirmative vote of the holders of at least either 70% or 86% of our issued Class A common shares cast on the relevant resolution. Those matters are set out in article 131 of our Articles of Association and include:

Majority of Board of Directors including Deputy Chairman or 86% approval

· transactions between us and any Director or substantial shareholder (being a holder of one third or more of our issued Class A common shares) or affiliate of a substantial shareholder having a value in excess of $1 million;

· non-arm's length transactions having a value in excess of $1 million;

· any change in class rights of any share class or certain of the articles;

· any purchase or redemption of shares (other than our B share and C share) not offered proportionately to all holders of Class A common shares or not made in connection with a consolidation of shares to remove fractional entitlements to shares;

· a material change in our business;

· our liquidation, dissolution or winding up;

· certain non-pre-emptive issues as referred to above under "Certain UK Company Considerations—Preemptive Rights";

· any grant of registration rights unless to all A shareholders or subordinate to existing registration rights.

Majority of Board of Directors including Deputy Chairman or 70% approval

· sale or demerger of assets in any one year exceeding 35% of our gross assets;

· borrowings or other financial indebtedness where our net consolidated financial indebtedness exceeds 65% of the gross value of our vessels;

· mergers or consolidations where the gross value of the assets or EBITDA of the merged or consolidated entity pre-merger/consolidation multiplied by our percentage ownership of the merged/consolidated entity exceeds 50% of our gross asset value or EBITDA;

· certain issues of equity securities increasing the issued Class A common shares by more than one third;

· certain non-pre-emptive issues referred to under "Certain UK Company Considerations—Preemptive Rights" above.

Those reserved matter restrictions will automatically cease when our C share is redeemed.

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Purchase of Own Shares

Under English law, a public limited company may purchase its own shares only out of the distributable profits of the company or the proceeds of a new issue of shares made for the purpose of financing the purchase. We may purchase our own fully paid shares only pursuant to a purchase contract authorized by ordinary resolution of the holders of our common shares before the purchase takes place. However, any purchase of our own Class A common shares which is not offered proportionately to holders of Class A common shares or which is not made to purchase fractions of shares arising on share consolidations must first be approved either by a majority of our Board of Directors including the Chairman and Deputy Chairman or by the holders of at least 86% of our Class A common shares voted on the relevant resolution.

Any authority to purchase our own shares off market will not be effective if any shareholder from whom we propose to purchase shares votes on the resolution and the resolution would not have been passed if such shareholder had not done so. The resolution authorizing the purchase must specify a date, not being later than five years after the passing of the resolution, on which the authority to purchase is to expire.

A share buy-back by us of our shares may give rise to UK stamp duty currently at the rate of 0.5% of the amount or value of the consideration payable by us (rounded up to the nearest £5);any such stamp duty will be paid by us.

Disclosure of Interest in Shares

Pursuant to Part 22 of the UK Companies Act and our Articles of Association, we are empowered by notice in writing to require any person whom we know to be, or have reasonable cause to believe to be, interested in our shares, or at any time during the three years immediately preceding the date on which the notice is issued has been so interested, within a reasonable time to disclose to us the details of that person's interest and (so far as is within such person's knowledge) details of any other interest that subsists or subsisted in those shares. If a person defaults in supplying us with the required details in relation to the shares in question, or Default Shares, a court may order, or we may direct, that in respect of the Default Shares:

· the relevant member shall not be entitled to vote or exercise any other right conferred by membership in relation to general meetings; and/or

· (a) any dividend or other money payable in respect of the Default Shares shall be retained by us without liability to pay interest, and/or (b) no transfers by the relevant person of shares other than approved transfers may be registered (unless such transfer is approved in accordance with the terms of our articles of association or such person is not in default and the transfer does not relate to Default Shares).

City Code on Takeovers and Mergers

As a UK public company with our place of central management and control in the United Kingdom, we are subject to the UK City Code on Takeovers and Mergers, or the City Code, which is issued and administered by the UK Panel on Takeovers and Mergers, or the Panel. The City Code provides a framework within which takeovers of companies subject to it are conducted. In particular, the City Code contains certain rules in respect of mandatory offers. Under Rule 9 of the City Code, if a person:

(a) acquires an interest in shares which, when taken together with shares in which he or persons acting in concert with him are interested, carry 30% or more of the voting rights exercisable at our general meetings; or

(b) who, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30% and not more than 50% of our voting rights, acquires additional interests in shares which increase the percentage of shares carrying voting rights in which that person is interested,

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the acquirer and depending on the circumstances, its concert parties, would be required (unless the Panel grants a waiver from the requirement to make a general offer under Rule 9 of the City Code) except with the consent of the Panel) to make a cash offer for all of our outstanding shares at a price not less than the highest price paid for any interests in the shares by the acquirer or its concert parties during the previous 12 months.

Squeeze-Out and Sell-Out Rules

Under the UK Companies Act, an offeror in respect of a takeover offer for the Company has the right to buy out minority shareholders where he has acquired (or unconditionally contracted to acquire) 90 percent in value of the shares to which the offer relates and not less than 90% of the voting rights carried by those shares. The notice to acquire shares from minority shareholders must be sent within three months of the last day on which the offer can be accepted. The squeeze-out of minority shareholders can be completed at the end of six weeks from the date the notice has been given.

In addition, where there has been a takeover offer for the Company, minority shareholders can require the offeror to purchase the remaining shares provided that, at any time before the end of the period within which the offer can be accepted, the offeror has acquired (or contracted to acquire) at least 90% in value of all voting shares in the Company, which carry not less than 90% of the voting rights. A minority shareholder can exercise this right at any time until three months after the period within which the offer can be accepted. An offeror must give the remaining shareholders notice of their rights within one month from the end of the period in which the offer can be accepted.

The following table provides a comparison between the statutory provisions of the UK Companies Act and the Delaware General Corporation Law relating to shareholders' rights.

England and Wales	Delaware
Shareholder Meetings and Voting Rights
Under the UK Companies Act, a general meeting of the shareholders of a public limited company may be called by: • the directors; or • shareholders holding at least 5% of the paid-up capital of the company carrying voting rights at general meetings. Under the UK Companies Act, 21 clear days' notice must be given for an annual general meeting and any resolutions to be proposed at the meeting. Subject to a company's articles of association providing for a longer period, at least 14 clear days' notice is required for any other general meeting. In addition, certain matters (such as the removal of directors or auditors) require special notice, which is 28 clear days' notice. The shareholders of a company may in all cases consent to a shorter notice period, the proportion of shareholders' consent required being 100% of those entitled to attend and vote in the case of an annual general meeting and, in the case of any other general meeting, a majority in number of the members having a right to attend and vote at the meeting, being a majority who together hold not less than 95% in nominal value of the shares giving a right to attend and vote at the meeting. Under the UK Companies Act, a public limited company must hold an annual general meeting in each six-month period following the company's annual accounting reference date.	Shareholder meetings may be held at such times and places as designated in the certificate of incorporation or the Bye-Laws, or if not so designated, as determined by the Board of Directors. Special meetings of the shareholders may be called by the Board of Directors or by such person or persons as may be authorized by the certificate of incorporation or by the Bye-Laws, or if not so designated, as determined by the Board of Directors.. Written notice shall be given not less than 10 nor more than 60 days before the meeting. Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any. Shareholder meetings may be held within or without the State of Delaware. Any action required to be taken by a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by shareholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

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Under English law, unless a poll is demanded by the shareholders of a company or is required by the chairman of the meeting or the company's articles of association, shareholders shall vote on all resolutions on a show of hands. Under the UK Companies Act, a poll may be demanded by (a) not fewer than five shareholders having the right to vote on the resolution; (b) any shareholder(s) representing at least 10% of the total voting rights of all the shareholders having the right to vote on the resolution; or (c) any shareholder(s) holding shares in the company conferring a right to vote on the resolution being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right. A company's articles of association may provide more extensive rights for shareholders to call a poll.
Under English law, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the shareholders present (in person or by proxy) and voting at a meeting. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority of the votes cast by shareholders present (in person or by proxy) and entitled to vote at the meeting. Special resolutions require the affirmative vote of not less than 75% of the votes cast by shareholders present (in person or by proxy) at the meeting.
Under the UK Companies Act, at any meeting of shareholders, a shareholder may designate another person to attend, speak and vote at the meeting on their behalf by proxy. The UK Companies Act provides for schemes of arrangement, which are arrangements or compromises between a company and any class of shareholders or creditors and used in certain types of reconstructions, amalgamations, capital reorganizations or takeovers. These arrangements require: • the approval at a shareholders' or creditors' meeting convened by order of the court, of a majority in number of shareholders or creditors representing 75% in value of the capital held by, or debt owed to, the class of shareholders or creditors, or class thereof present and voting, either in person or by proxy; and • the approval of the court.

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Transactions with Significant Shareholders
Under English law, shareholder approval is required for substantial transactions between companies and any director (or person connected with a director) but not with shareholders.	Subject to certain exceptions and conditions, a corporation may not enter into a business combination with an interested shareholder for a period of three years from the time the person became an interested shareholder without prior approval from shareholders holding at least 66 2/3% of the corporation's outstanding voting stock which is not owned by such interested shareholder.
Dissenters' Rights of Appraisal
Generally, under English law, shareholders of a company do not have statutory appraisal rights. In the event that we merge with another EU company under the European Communities (Cross-Border Mergers) Regulations 2008 (Cross Border Regulations), (I) any of our shareholders who voted against the special resolution approving the merger or (2) if 90% of our shares are held by the successor company, any other of our shareholders, may be entitled to require that the successor company acquire its shares for cash. In the event of a takeover of our company by a third party in accordance with the UK Companies Acts where the holders of 90% or more in value of a class of our shares (excluding any shares already beneficially owned by the bidder) have accepted an offer for their shares, the remaining shareholders in that class may be statutorily required to transfer their shares, unless, within one month, the nontendering shareholders can obtain an English court order otherwise providing. If the bidder does not exercise this "squeeze-out" right, the non-accepting shareholders also have a statutory right to require the bidder to acquire their shares on the same terms as the original offer, or such other terms as the bidder and the non-tendering shareholders may agree or on such terms as an English court, on application of the bidder or non-tendering shareholder, may order.	Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to limited exceptions, such as a merger or consolidation of corporations listed on a national securities exchange in which listed stock is the offered consideration.
Shareholders' Suits
Under English law, generally, the company, rather than its shareholders, is the proper claimant in an action in respect of a wrong done to the company or where there is an irregularity in the company's internal management. Notwithstanding this general position, the UK Companies Act provides that (i) a court may allow a shareholder to bring a derivative claim (that is, an action in respect of and on behalf of the company) in respect of a cause of action arising from a director's negligence, default, breach of duty or breach of trust and (ii) a shareholder may bring a claim for a court order where the company's affairs have been or are being conducted in a manner that is unfairly prejudicial to some of its shareholders.	Class actions and derivative actions generally are available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In any derivative suit instituted by a shareholder or a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder's stock thereafter developed upon such shareholder by operation of law.

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Indemnification of Directors and Officers
Under the UK Companies Act, any provision (whether contained in a company's articles of association or any contract or otherwise) that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company or of an associated company against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is also void except as permitted by the UK Companies Act, which provides exceptions for the company to (a) purchase and maintain insurance against such liability; (b) provide a "qualifying third party indemnity" (being an indemnity against liability incurred by the director to a person other than the company or an associated company as long as he is successful in defending the claim or criminal proceedings); and (c) provide a "qualifying pension scheme indemnity" (being an indemnity against liability incurred in connection with the company's activities as trustee of an occupational pension plan).	A corporation may indemnify a director or officer of the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in defense of an action, suit or proceeding by reason of such position if (i) such director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, such director or officer had no reasonable cause to believe his conduct was unlawful.
Directors
Under the UK Companies Act, a public limited company must have at least two directors and the number of directors may be fixed by or in the manner provided in the company's articles of association.	The Board of Directors must consist of at least one member.
Under the UK Companies Act, shareholders may remove a director without cause by an ordinary resolution (which is passed by a simple majority of those voting in person or by proxy at a general meeting) irrespective of any provisions of any service contract the director has with the company, provided that 28 clear days' notice of the resolution is given to the company and its shareholders and certain other procedural requirements under the UK Companies Act are followed (such as allowing the director to make representations against his or her removal either at the meeting or in writing).	Number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment of the certificate of incorporation.
Under English law, the procedure by which directors (other than a company's initial directors) are appointed is generally set out in a company's articles of association, provided that where two or more persons are appointed as directors of a public limited company by resolution of the shareholders, resolutions appointing each director must be voted on individually.

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Inspection of Books and Records
Under the UK Companies Act, shareholders have rights including the right to: • inspect and obtain copies (for a fee) of the minutes of all general meetings of the company and all resolutions of members passed other than at a general meeting; • inspect copies of the register of members, register of directors, register of secretaries and other statutory registers maintained by the company; • receive copies of the company's annual report and accounts for each financial year; • receive notices of general meetings of the company. A company's articles of association must be registered at Companies House and are therefore open to public inspection. Shareholders do not have any right to inspect board minutes of the company.	Under Delaware law, any stockholders, in person or by attorney or other agent, does, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from: (i)   the corporation's stock ledger, a list of its stockholders, and its other books and records; and (ii)   a subsidiary's books and records, to the extent that: (a)    the corporation has actual possession and control of such records of such subsidiary; or (b)    the corporation could obtain such records through the exercise of control over such subsidiary, provided that as of the date of the making of the demand: (1)   the stockholder inspection of such books and records of the subsidiary would not constitute a breach of an agreement between the corporation or the subsidiary and a person or persons not affiliated with the corporation; and (2)   the subsidiary would not have the right under the law applicable to it to deny the corporation access to such books and records upon demand by the corporation. Under Delaware law, any stockholder, in person or by attorney or other agent, does, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from:
Duties of Directors
Under English law, a director owes various statutory and fiduciary duties to the company, including: • to act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole; • to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly conflicts, with the interests of the company: • to act in accordance with the company's constitution and only exercise his powers for the purposes for which they are conferred; • to exercise independent judgment; • to exercise reasonable care, skill and diligence; • not to accept benefits from a third party conferred by reason of his being a director or doing (or not doing) anything as a director; and • a duty to declare any interest that he has, whether directly or indirectly, in a proposed or existing transaction or arrangement with the company.	The business and affairs of a corporation are managed by or under the direction of its Board of Directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interests of its shareholders.

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Proxy
Under the UK Companies Act, at any meeting of shareholders, a shareholder may designate another person to attend, speak and vote at the meeting on their behalf by proxy.	Under Delaware law, at any meeting of stockholders, a stockholder may designate another person to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.
Issues of New Shares
Under the UK Companies Act, the board of directors may issue new shares in the company, provided that they are authorized to do so either by (i) a provision of the company's articles of association, or (ii) a resolution of the company's shareholders. Any authorization provided to the directors must specify (a) the maximum amount of shares which may be allotted under it, and (b) the expiry date of the authorization, which must not be more than five years following the date of incorporation of the company or the date of passing of the relevant authorizing resolution, as applicable.	Under Delaware law, the directors may, at any time and from time to time, if all of the shares of capital stock which the corporation is authorized by its certificate of incorporation to issue have not been issued, subscribed for, or otherwise committed to be issued, issue or take subscriptions for additional shares of its capital stock up to the amount authorized in its certificate of incorporation.
Preemptive Rights
Under the UK Companies Act, equity securities proposed to be allotted for cash must be offered first to the existing equity shareholders in the company in proportion to the respective nominal value of their holdings, unless an exception applies or a special resolution to the contrary has been passed by shareholders in a general meeting or the articles of association provide otherwise, in each case in accordance with the provisions of the UK Companies Act.	Under Delaware law, unless otherwise provided in a corporation's certificate of incorporation or any amendment thereto, or in the resolution or resolutions providing for the issue of such shares adopted by the board of directors pursuant to authority expressly vested in it by the provisions of its certificate of incorporation, a stockholder does not, by operation of law, possess pre-emptive rights to subscribe to additional issuances of the corporation's capital stock.
Bonus Issue of Shares
Under the UK Companies Act, if a company's articles of association permit a bonus issue of shares, the board of directors may be authorized to capitalize certain reserves or profits and use those to issue bonus shares in accordance with the terms of the articles of association and the provisions of the UK Companies Act.	Under Delaware law, by resolution of the board of directors, dividends may be paid in shares of the corporation's capital stock.

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Distribution and Dividends
Under English law, dividends and distributions may only be made from distributable profits. "Distributable profits" generally means accumulated realized profits, so far as not previously utilized by distribution or capitalization, less accumulated realized losses, so far as not previously written off in a reduction or reorganization of capital, duly made. This would include reserves created by way of a court-approved reduction of capital. In the case of a public limited company, additional rules relating to capital maintenance requirements are applicable and, accordingly, a public company can only make a distribution (a) if, at the time that the distribution is made, the amount of its net assets is not less than the total of its called up share capital and undistributable reserves, and (b) if, and to the extent that, the distribution itself , at the time it is made, does not reduce the amount of net assets to less than that total.	Under Delaware law, unless otherwise provided in a corporation's certificate of incorporation, directors may declare and pay dividends upon the shares of its capital stock either (i) out of its surplus or (ii) if the corporation does not have surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. The excess, if any, at any given time, of the net assets of the corporation over the amount so determined to be capital is surplus. Net assets means the amount by which total assets exceed total liabilities. Dividends may be paid in cash, in property, or in shares of the corporation's capital stock.
Undistributable reserves include the share premium account, the capital redemption reserve, the amount by which the company's unrealized uncapitalized profits exceed its unrealized losses not written off, or any other reserve that the company is prohibited from distributing either by statute or by its constitutional documents. The determination as to whether or not the company has sufficient distributable profits to fund a dividend or distribution must be made by reference to the "relevant accounts" of the company. Relevant accounts are always individual (not group) accounts and may be any of the following: (i) the company's most recent annual accounts, (ii) specifically prepared interim accounts, or (iii) specifically prepared initial accounts.
Irrespective of the accounts used to justify the dividend or distribution, they must enable reasonable judgment to be made of the company's profits, losses, assets and liabilities, include appropriate provisions, and include details of the company's share capital and reserves (including undistributable reserves).
The process for declaring and paying dividends is usually set out in a company's articles of association. Typically these will provide that (a) final dividends are declared by shareholders following a recommendation from the board of directors (often at the company's annual general meeting), and (b) interim dividends can be decided solely by the board of directors.
Dividends may be declared and paid in the form of cash, property, stock or other non-cash assets and may be paid in dollars or any other currency.

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Repurchases and Redemptions of Shares
Under English law, a company is free to purchase its own shares, unless its articles of association expressly prohibit or limit share buybacks. A company's articles may also provide that repurchased shares are either cancelled or held as treasury shares. A share repurchase can be funded either out of distributable profits or from the proceeds of a fresh issue of shares made for the purpose of financing the buyback. Public companies are not permitted to purchase their own shares out of capital. Any repurchase of a company's shares will require shareholder approval. For an "off-market" purchase, the relevant buyback contract must be approved by shareholders either (i) before it was entered into, or (ii) after it was entered into, but provided that no shares may be purchased under the contract until it has been approved (by way of a special resolution). For a "market" purchase, the repurchase must be approved by an ordinary resolution of the shareholders (unless the company's articles require a higher percentage), and it is common for listed companies to seek an annual authority from shareholders to repurchase shares at their annual general meeting.	Under Delaware law, any stock of any class or series may be made subject to redemption by the corporation at its option or at the option of the holders of such stock or upon the happening of a specified event; provided however, that immediately following any such redemption the corporation must have outstanding one or more shares of one or more classes or series of shares, which share, or shares together, have full voting powers. Any stock which may be made redeemable may be redeemed for cash, property or rights, including securities of the same or another corporation, at such time or times, price or prices, or rate or rates, and with such adjustments, as stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors. Every corporation may purchase, redeem, receive, take or otherwise acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal in and with its own shares; provided, however, that no corporation may (i) purchase or redeem its own shares of capital stock for cash or other property when the capital of the corporation is impaired or when such purchase or redemption would cause any impairment of the capital of the corporation, except that a corporation other than a non-stock corporation may purchase or redeem out of capital any of its own shares which are entitled upon any distribution of its assets, whether by dividend or in liquidation, to a preference over another class or series of its stock, or, if no shares entitled to such a preference are outstanding, any of its own shares, if such shares will be retired upon their acquisition and the capital of the corporation reduced (ii) purchase, for more than the price at which they may then be redeemed, any of its shares which are redeemable at the option of the corporation; or (iii) redeem any of its shares, unless their redemption is authorized by Delaware law and then only in accordance with its certificate of incorporation.
A public limited company has the authority to issue redeemable shares provided that this is permitted by its articles of association (and the articles can be amended by way of special resolution if necessary for these purposes). Shares which are capable of being redeemed must be issued as redeemable shares from the outset and, accordingly, a company cannot amend the terms attaching to a non-redeemable class of shares to make them redeemable. Under the UK Companies Act, a company which has issued redeemable shares must ensure that it has at least one non-redeemable share in issue and, in the case of a public limited company, that the redemption does not reduce the share capital of the company below the statutory minimum (£50,000, of which one-quarter must be fully paid up) unless the company intends to re-register as a private limited company.

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Listing

Our Class A common shares are listed on Nasdaq Copenhagen under the symbol "TRMD A". We intend to apply to list our currently outstanding Class A common shares, registered hereby, for trading on NASDAQ under the symbol "TRMD" promptly after the effectiveness of this registration statement. 

Transfer Agent

The transfer agent for our Class A common shares is Computershare Trust Company, N.A.

C. Material Contracts

Registration Rights Agreement

On the Restructuring Completion Date, TORM A/S and the Investors (as defined therein) entered into the Registration Rights Agreement under which any party nominated by an Investor to receive any or all of such Investors' entitlements to Consideration Warrants or Danish A shares that were issued in connection with the 2015 Restructuring, each a Designated Recipient, that would be unable to resell its Danish A shares or the shares underlying such Consideration Warrants without restriction under the Securities Act, may request registration and piggyback rights as described below. At the closing of the Exchange Offer, we entered into a replacement Registration Rights Agreement, dated April 14, 2016, equivalent to the original Registration Rights Agreement and in favor of the parties thereto.

The Registration Rights Agreement, as amended and restated, provides that at any time beginning on the date falling six months following an initial firm commitment underwritten public offering in the U.S., pursuant to an effective registration statement filed under the Securities Act, holders of at least 10% or more in the aggregate of certain Class A common shares, or the Registrable Securities, who are parties to the Registration Rights Agreement, have the right to request that we prepare, file and maintain a registration statement under the Securities Act to register offers and sales of the holders' Registrable Securities, subject to certain conditions.

If we file a registration statement for the offer and sale of any of our Class A common shares under the Securities Act, we are required to offer to the Participating Lenders and their Designated Recipients the option for their shares to be registered (in connection with offers and sales of such shares) in conjunction with an offering being registered by us. The Registration Rights Agreement provides that, to the extent permitted under English law, we must indemnify and hold harmless the Participating Lenders, their Designated Recipients, and their officers, directors, managers, members, partners, shareholders and affiliates, or an underwriter, broker, or any other person acting on their behalf, against all losses, claims or expenses, including any legal expenses, under applicable U.S. securities laws if such loss, claim or expense arise out of or are based on any untrue or alleged untrue material fact included or omitted in a registration statement, prospectus or other related documents, or the Company having breached or allegedly breached applicable U.S. securities laws in connection with any such registration, qualification or compliance.

Participating Lenders or their Designated Recipients may, upon request, be subject to certain lock-up obligations in case of an initial firm commitment underwritten public offering of U.S. listed securities on a U.S. market (that meets certain conditions set forth in the Registration Rights Agreement) pursuant to an effective registration statement filed under the Securities Act or a registered underwritten U.S. offering if their shareholding exceeds a predefined threshold. The Registration Rights Agreement is governed by the laws of New York state in the United States, and subject to the jurisdiction of the courts of New York state in the United States.

Attached as exhibits to this registration statement are the contracts we consider to be both material and outside the ordinary course of business during the two-year period immediately preceding the date of this registration statement. Other than as set forth above, we have not entered into any material contracts outside the ordinary course of business other than those described in Item 4. "Information on the Company" and in Item 5. "Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Our Financing Agreements" or elsewhere in this registration statement, which are incorporated herein by reference.

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D Exchange Controls

Under U.K. law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our common shares.

E. Taxation

U.S. Federal Income Tax Considerations

The following are the material U.S. federal income tax consequences to us and our U.S. Holders and Non-U.S. Holders, each as defined below, of our activities and the ownership and disposition of our common shares. This discussion does not purport to deal with the tax consequences of owning common shares relevant to all categories of investors, some of which, such as banks, insurance companies, real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt organizations, dealers in securities or currencies, traders in securities that elect the mark-to-market method of accounting for their securities, investors whose functional currency is not the U.S. dollar, investors that are or own our common shares through partnerships or other pass-through entities, investors that own, actually or under applicable constructive ownership rules, 10% or more of our common shares, persons that will hold the common shares as part of a hedging transaction, "straddle" or "conversion transaction," persons who are deemed to sell the common shares under constructive sale rules and persons who are liable for the alternative minimum tax may be subject to special rules. The following discussion of United States federal income tax matters is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the United States Department of the Treasury, or the Treasury Regulations, all as in effect or in existence on the date of this registration statement, and all of which are subject to change, possibly with retroactive effect. This discussion does not address any aspect of state, local, or any U.S. federal tax considerations other than income taxation, such as estate or gift taxation or unearned income Medicare contribution taxation. This discussion deals only with holders who purchase common shares in connection with this offering and hold the common shares as a capital asset. The discussion below is based, in part, on the description of our business as described herein and assumes that we conduct our business as described herein. Unless otherwise noted, references in the following discussion to the "Company," "we," "our," and "us" are to TORM plc and its subsidiaries on a consolidated basis.

United States Federal Income Taxation of the Company

Taxation of Operating Income: In General

We anticipate that substantially all of our gross income will be derived from the use and operation of vessels in international commerce, and that this income will principally consist of freights from the transportation of cargoes, hire or lease income from voyage or time charters and the performance of services directly related thereto, which we refer to as "shipping income". Unless exempt from U.S. federal income taxation under Section 883 of the Code, under Article 8 of the U.S.-United Kingdom Income Tax Treaty or under Article 8 of the U.S.-Denmark Income Tax Treaty, we will be subject to U.S. federal income taxation, in the manner discussed below, to the extent our shipping income is considered for U.S. federal income tax purposes to be derived from sources within the United States.

Shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States will be considered for U.S. federal income tax purposes to be 50% derived from sources within the United States. Shipping income attributable to transportation that both begins and ends in the United States will be considered to be 100% derived from sources within the United States. We are not permitted by law to engage in transportation that gives rise to 100% U.S. source shipping income.

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Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to any U.S. federal income tax.

We do not believe that we or our subsidiaries will qualify for exemption from tax under Section 883 after this registration statement is declared effective, although we and our subsidiaries may qualify in the future if there is a change in our capital structure. See below for a discussion of the requirements for qualification under Section 883.

We and/or one or more of our subsidiaries (collectively referred to as "we" for purposes of this paragraph) may qualify for exemption from tax under the terms of the U.S.-UK Income Tax Treaty or U.S.-Denmark Income Tax Treaty. Whether we so qualify depends, among other things, on whether we satisfy the Limitation on Benefits article of the applicable U.S. income tax treaty. In particular, we would generally satisfy the Limitation on Benefits article if we can establish that we are engaged in the active conduct of a trade or business in the UK or Denmark, whichever is applicable, our U.S. source shipping income is derived in connection with, or is incidental to, such trade or business, and such trade or business activity in the applicable treaty jurisdiction is substantial in relation to our trade or business activity in the United States. Additionally, we may also be able to satisfy the Limitation on Benefits article of the U.S.-Denmark Income Tax Treaty if we can establish that our principal class of shares is regularly traded on a recognized stock exchange, such as NASDAQ Copenhagen. For this purpose, our Class A Common Shares would generally be considered our primary class of shares if the Class A Common Shares represents more than 50% of the voting power and value of the company. Additionally for this purpose, our Class A Common Shares would be treated as regularly traded if the Class A Common Shares are traded in more than de minimis quantities each quarter and the aggregate number of Class A Common Shares traded during the prior taxable year are at least 6% of the average number of Class A Common Shares during such prior taxable year. Given the legal and factual uncertainties in making the foregoing determination, there can be no assurance that we will qualify for exemption from tax under a U.S. income tax treaty, or that the IRS or a court of law will agree with our determination in this regard.

Exemption Under Section 883 of the Code

Under Section 883 of the Code and the Treasury Regulations promulgated thereunder, or "Section 883," we and each of our subsidiaries that derives U.S. source shipping income will qualify for exemption from U.S. federal income tax under Section 883 in respect of such shipping income if, in relevant part:

· we and each such subsidiary is organized in a "qualified foreign country" which, as defined, is a foreign country that grants an equivalent exemption from tax to corporations organized in the United States in respect of the shipping income for which exemption is being claimed under Section 883, which we refer to as the "country of organization requirement"; and

· more than 50% of the value of our stock is owned actually or constructively under specified attribution rules, by "qualified shareholders" (which as defined includes, among other things, individuals who are "residents" of qualified foreign countries and corporations that are organized in qualified foreign countries and meet the Publicly-Traded Test discussed immediately below), which we refer to as the "50% Ownership Test," or

· our stock is "primarily" and "regularly" traded on an "established securities market" in our country of organization, in another country that grants an "equivalent exemption" to U.S. corporations, or in the United States, which we refer to as the "Publicly-Traded Test".

Since the IRS has recognized the United Kingdom, our country of incorporation, and each of the countries of incorporation of our subsidiaries, including Denmark, as a qualified foreign country in respect of the shipping income for which exemption is being claimed under Section 883, we and each of our subsidiaries satisfy the country of organization requirement. Therefore, we and each of our subsidiaries will be exempt from U.S. federal income tax with respect to our U.S. source shipping income if we and each of our subsidiaries satisfy either the "50% Ownership Test" or the "Publicly-Traded Test" and certain substantiation and reporting requirements are met. We do not anticipate satisfying the 50% Ownership Test. Our ability to satisfy the Publicly-Traded Test is discussed below.

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The Treasury Regulations provide, in pertinent part, that a class of stock of a foreign corporation will be considered to be "primarily traded" on an established securities market in a country (such as NASDAQ Copenhagen) if the exchange is designated under a Limitations on Benefits article in a United States income tax treaty and if the number of shares of such class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares of such class that are traded during that taxable year on established securities markets in any other single country.

The Treasury Regulations provide further that stock of a foreign corporation will be considered to be "regularly traded" on an established securities market only if: (i) stock of the corporation that, in the aggregate, represents more than 50% of the stock of the corporation, by voting power and value, is listed on such established securities market, (ii) such stock is traded on such established securities market, other than in de minimis quantities, on at least 60 days during the taxable year, and (iii) the aggregate number of shares of such stock traded on such established securities market is at least 10% of the average number of shares of such stock outstanding during such taxable year. Even if this were not the case, the Treasury Regulations provide that the trading frequency and trading volume tests will be deemed satisfied with respect to a class of stock that is traded on an established securities market in the United States if such stock is regularly quoted by dealers making a market in such stock. We do not anticipate satisfying the requirement that our stock be "regularly traded" on an established securities market under the foregoing rules and, as a result, we do not anticipate satisfying the Publicly-Traded Test.

Even if our stock were "regularly traded" on an established securities market under the foregoing rules, the Treasury Regulations provide, in pertinent part, that a class of stock of a foreign corporation will not be considered to be "regularly traded" on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class of stock are owned, within the meaning of the Treasury Regulations, on more than half the days during such taxable year by persons who each own 5% or more of the vote and value of the outstanding shares of such class of stock, which persons we refer to as "5% shareholders" and rule as the "5% override rule".

For purposes of identifying our 5% shareholders, we are permitted to rely on Schedule 13G and Schedule 13D filings with the SEC.

In the event the 5% override rule were triggered with respect to any class of stock for any taxable year, the Treasury Regulations provide that the 5% override rule will nevertheless not apply to such class of stock for such taxable year if the foreign corporation can establish that among the closely-held group of 5% shareholders, which we refer to as the "5% closely-held group," there are sufficient 5% shareholders that are considered to be qualified shareholders (for purposes of Section 883) to preclude non-qualified 5% shareholders in the 5% closely-held group from owning 50% or more of the total value of the shares of such class for more than half the number of days during such taxable year. In order to establish this, a sufficient number of 5% shareholders that are qualified shareholders would have to comply with certain documentation and certification requirements designed to substantiate their identity as qualified shareholders. These requirements are onerous and there is no assurance that we would be able to satisfy them. Currently, OCM Njord Holdings S.a.r.l. through its wholly-owned subsidiary, Njord Luxco, owns approximately 63.5% of our Class A Common Shares. As such, we expect the 5% override rule to be triggered and that we would not be able to rely on Section 883 for exemption from United States federal income taxation on our U.S. source shipping income. Therefore, if we cannot qualify for benefits under an applicable U.S. income tax treaty, we would be subject to United States taxation on our U.S. source shipping income.

U.S. Federal Income Taxation in the Absence of Section 883 or Treaty Exemption

4% Gross Basis Tax Regime.To the extent the benefits of Section 883 or an applicable U.S. income tax treaty are unavailable, our U.S. source shipping income which is not considered to be "effectively connected" with the conduct of a U.S. trade or business, as discussed below, would be subject to a 4% U.S. federal income tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, which we refer to as the "4% gross basis tax regime". Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income should never exceed 2% under the 4% gross basis tax regime.

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Net Basis and Branch Tax Regimes. To the extent the benefits of Section 883 or an applicable U.S. income tax treaty are unavailable and our U.S. source shipping income is considered to be "effectively connected" with the conduct of a U.S. trade or business, as discussed below, any such "effectively connected" U.S. source shipping income, net of applicable deductions, would be subject to the U.S. federal income tax currently imposed at graduated corporate rates of up to 35%. In addition, we may be subject to the U.S. branch profits tax, at a rate of 30% or such lower rate as may be provided by an applicable U.S. income tax treaty, on earnings "effectively connected" with the conduct of such U.S. trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of their U.S. trade or business.

Our U.S. source shipping income will be considered "effectively connected" with the conduct of a U.S. trade or business only if:

· we have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and

· substantially all of our U.S. source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.

We do not intend to have, or permit circumstances that would result in having, substantially all of our U.S. source shipping income be attributable to regularly scheduled transportation. Based on the foregoing and on the expected mode of our shipping operations, we believe that none of our U.S. source shipping income will be "effectively connected" with the conduct of a U.S. trade or business.

U.S. Taxation of Gain on Sale of Vessels.

Regardless of whether we qualify for exemption under Section 883 of the Code or the applicable U.S. income tax treaty, we do not expect to be subject to U.S. federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States.

U.S. Federal Income Taxation of U.S. Holders

As used herein, the term "U.S. Holder" means a beneficial owner of our common shares that is a U.S. citizen or resident, a U.S. corporation or other U.S. entity taxable as a corporation, an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if (i) a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect to be treated as a U.S. person.

If a partnership holds our common shares, the U.S. federal income tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our common shares, you are encouraged to consult your own tax advisor.

Distributions

Subject to the discussion of passive foreign investment companies below, any distributions made by us with respect to our common shares to a U.S. Holder will generally constitute dividends to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.

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Dividends paid with respect to our common shares to a U.S. Holder that is an individual, trust or estate, which we refer to as a "U.S. Individual Holder," may be eligible for preferential U.S. federal income tax rates provided that (1) we are a "qualified foreign corporation," (2) the U.S. Individual Holder has owned our common shares for more than 60 days during the 121-day period beginning 60 days before the date on which our common shares become ex-dividend, (3) we are not a passive foreign investment company for the taxable year of the dividend or the immediately preceding taxable year (which we do not believe we are, have been or will be), and (4) the U.S. Individual Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property.

We will be treated as a "qualified foreign corporation" if we qualify for benefits of a comprehensive income tax treaty to which the United States is a party, such as the U.S.-UK Income Tax Treaty or the U.S.-Denmark Income Tax Treaty, or if our common shares are readily tradable on an established securities market in the United States. Prior to the effectiveness of this registration statement, we believe we qualify for the benefits of the U.S.-UK Income Tax Treaty or the U.S.-Denmark Income Tax Treaty, both of which are comprehensive income tax treaties. After the effectiveness of this registration statement, our common shares will qualify as readily tradable on an established securities market in the United States because they will be listed on NASDAQ. Therefore, we believe that any dividends paid by us to a U.S. Individual Holder on our common shares should be eligible for these preferential rates. However, certain limitations may apply to any "extraordinary dividends" (generally, a dividend with respect to a common share that is equal to or exceeds 10% of a shareholder's adjusted tax basis (or fair market value upon the shareholder's election) or dividends received within a one year period that, in the aggregate, equal or exceed 20% of a shareholder's adjusted tax basis (or fair market value upon the shareholder's election) in such common share) paid by us. Any dividends paid by us which are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Holder.

Distributions in excess of our current and accumulated earnings and profits will be treated first as a non-taxable return of capital to the extent of the U.S. Holder's tax basis in its common shares on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a U.S. corporation, U.S. Holders that are corporations will not be entitled to claim a dividend received deduction with respect to any distributions they receive from us. Dividends paid on our common shares will generally be treated as "passive category income" or, in the case of certain types of U.S. Holders, "general category income", for purposes of computing allowable foreign tax credits for U.S. foreign tax credit purposes.

Sale, Exchange or other Disposition of Our Common Shares

Subject to the discussion of passive foreign investment company status below, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder's adjusted tax basis in the common shares. A U.S. Holder's adjusted tax basis in its common shares generally will be the U.S. Holder's purchase price for the common shares, reduced (but not below zero) by the amount of any distribution on such common shares that was treated as a nontaxable return of capital to such U.S. Holder. Such gain or loss will be capital gain or loss and will be treated as long-term capital gain or loss if the U.S. Holder's holding period in the common shares is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as U.S.-source income or loss, as applicable, for U.S. foreign tax credit purposes. A U.S. Holder's ability to deduct capital losses is subject to certain limitations.

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Passive Foreign Investment Company Status and Significant U.S. Federal Income Tax Consequences

Special U.S. federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a passive foreign investment company, or "PFIC", for U.S. federal income tax purposes. In general, a foreign corporation will be treated as a PFIC with respect to a U.S. shareholder in such foreign corporation if, for any taxable year in which such shareholder holds stock in such foreign corporation, either:

· at least 75% of the corporation's gross income for such taxable year consists of passive income (for example, dividends, interest, capital gains and rents derived other than in the active conduct of a rental business), or

· at least 50% of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income, which we refer to as "passive assets."

For purposes of determining whether we are a PFIC, cash will be treated as an asset held for the production of passive income. Income earned or deemed earned by us in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute passive income unless we are treated under specific rules as deriving the rental income in the active conduct of a rental business. Also, for purposes of determining whether we are a PFIC, we will be treated as owning our proportionate share of the assets and as receiving directly our proportionate share of the income of any corporation in which we own at least 25% by value of the stock of such corporation.

Based on our current operations and future projections, we do not believe that we are, nor do we expect to become, a PFIC with respect to any taxable year. Although there is no legal authority directly on point, our belief is based principally on the position that, for purposes of determining whether we are a PFIC, the gross income we derive or are deemed to derive from the time chartering and voyage chartering activities of us and our subsidiaries should constitute active income from the performance of services rather than passive, rental income. Correspondingly, such income should not constitute passive income, and the assets that we or our subsidiaries own and operate in connection with the production of such income, in particular the vessels, should not constitute passive assets for purposes of determining whether we are a PFIC. We anticipate that substantially all of our gross income will be derived from time and voyage charters and the performance of services directly related thereto and that substantially all of the vessels in our fleet will be engaged in such activities.

We believe there is substantial legal authority supporting our position consisting of the Code, legislative history, case law and IRS pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, there is no direct legal authority under the PFIC rules addressing our specific method of operation, and there is authority which characterizes time charter income as rental income rather than services income for other tax purposes. In the absence of any legal authority specifically relating to the statutory provisions governing PFICs, the IRS or a court could disagree with our position. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature or extent of our operations, or the composition of our income or assets, will not change and that we will not become a PFIC in the future.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different U.S. federal income taxation rules depending on whether the U.S. Holder makes an election to treat us as a "Qualified Electing Fund," which election we refer to as a "QEF election." As an alternative to making a QEF election, a U.S. Holder should be able to make a "mark-to-market" election with respect to our common shares, as discussed below.

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If we were to be treated as a PFIC for any taxable year, a U.S. Holder would also be subject to special U.S. federal income tax rules in respect of such U.S. Holder's indirect interest in any of our subsidiaries that are also treated as PFICs. Such a U.S. Holder would be permitted to make a QEF election in respect of any such subsidiary, so long as we timely provide the information necessary for such election, which we currently intend to do in such circumstances, but such a U.S. Holder would not be permitted to make a mark-to-market election in respect of such U.S. Holder's indirect interest in any such subsidiary. In addition, if we were to be treated as a PFIC for any taxable year and a U.S. Holder actually or constructively own common shares that exceed certain thresholds, a U.S. Holder would be required to file a Form 8621 with its U.S. federal income tax return for that year with respect to such Holder's common shares. Substantial penalties apply to any failure to timely file Form 8621, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Also, in the event that a U.S. Holder is required to file Form 8621 and does not do so, the statute of limitations on the assessment and collection of U.S. federal income taxes for such person for the related tax year may not close until three years after the date that the Form 8621 is filed. The application of the PFIC rules is complicated, and U.S. Holders are encouraged to consult with their tax advisors regarding the application of such rules in their circumstances.

U.S. Federal Income Taxation of U.S. Holders Making a Timely QEF Election

If a U.S. Holder makes a timely QEF election, which U.S. Holder we refer to as an "Electing Holder," the Electing Holder must report each year for U.S. federal income tax purposes his pro rata share of our ordinary earnings and net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received by the Electing Holder with respect to its commons shares. No portion of such inclusions of ordinary earnings will be entitled to the preferential U.S. federal income tax rates applicable to certain dividends discussed above. Net capital gain inclusions of certain non-corporate U.S. holders may be eligible for preferential capital gains rates. The Electing Holder's adjusted tax basis in the common shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the common shares and will not be taxed again once distributed. An Electing Holder would not, however, be entitled to a deduction for its pro rata share of any losses that we incur with respect to any taxable year. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our common shares. A U.S. Holder would make a QEF election with respect to any taxable year that our company is a PFIC by filing IRS Form 8621 with his U.S. federal income tax return. If we became aware that we were to be treated as a PFIC for any taxable year, we would provide each U.S. Holder with all necessary information in order to make the QEF election described above. A U.S. Holder who is treated as constructively owning shares in any of our subsidiaries which are treated as PFICs would be required to make a separate QEF election with respect to each such subsidiary.

U.S. Federal Income Taxation of U.S. Holders Making a "Mark-to-Market" Election

Alternatively, if we were to be treated as a PFIC for any taxable year and our common shares are treated as "marketable stock," as we believe will be the case, a U.S. Holder would be allowed to make a "mark-to-market" election with respect to our common shares, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the common shares at the end of the taxable year over such Holder's adjusted tax basis in the common shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder's adjusted tax basis in the common shares over its fair value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder's tax basis in its common shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of our common shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included in income by the U.S. Holder. A mark-to-market election would likely not be available for any of our subsidiaries that are treated as PFICs.

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U.S. Federal Income Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election

Finally, if we were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a QEF election or a "mark-to-market" election for that year, whom we refer to as a "Non-Electing Holder," would be subject to special rules with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on our common shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder's holding period for the common shares), and (2) any gain realized on the sale, exchange or other disposition of our common shares. Under these special rules:

· the excess distribution or gain would be allocated ratably over the Non-Electing Holder's aggregate holding period for the common shares;

· the amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxed as ordinary income and would not be entitled to the preferential U.S. federal income tax rates applicable to certain dividends discussed above; and

· the amount allocated to each of the other taxable years would be subject to tax at the highest rate in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

These adverse U.S. federal income tax consequences would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of our common shares. If a Non-Electing Holder who is an individual dies while owning our common shares, such Holder's successor generally would not receive a step-up in tax basis with respect to such common shares.

U.S. Federal Income Taxation of "Non-U.S. Holders"

A beneficial owner of our common shares that is not a U.S. Holder (and not an entity treated as a partnership) is referred to herein as a "Non-U.S. Holder".

Distributions

Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on dividends received with respect to our common shares, unless the dividends are "effectively connected" with the Non-U.S. Holder's conduct of a trade or business in the United States or, if the Non-U.S. Holder is entitled to the benefits of an applicable U.S. income tax treaty with respect to those dividends, those dividends are attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.

Sale, Exchange or Other Disposition of Common Shares

Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our common shares unless: (i) the gain is "effectively connected" with the Non-U.S. Holder's conduct of a trade or business in the United States or, if the Non-U.S. Holder is entitled to the benefits of an applicable U.S. income tax treaty with respect to that gain, that gain is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or (ii) the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.

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If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, the income from the common shares, including dividends on the underlying common shares and the gain from the sale, exchange or other disposition of the common shares that is "effectively connected" with the conduct of that U.S. trade or business, will generally be subject to U.S. federal income tax in the same manner as discussed in the previous section relating to the U.S. federal income taxation of U.S. Holders. In addition, in the case of a corporate Non-U.S. Holder, such Non-U.S. Holder's earnings and profits that are attributable to the "effectively connected" income, subject to certain adjustments, may be subject to an additional U.S. federal branch profits tax at a rate of 30% or at a lower rate as may be specified by an applicable U.S. income tax treaty.

Backup Withholding and Information Reporting

In general, dividend payments, or other taxable distributions, and payment of the gross proceeds on a sale or other disposition of our common shares, made within the United States to you will be subject to information reporting requirements. In addition, such payments will be subject to "backup withholding" if you are a non-corporate U.S. Holder and you:

· fail to provide an accurate taxpayer identification number;

· are notified by the IRS that you have failed to report all interest or dividends required to be shown on your U.S. federal income tax returns; or

· in certain circumstances, fail to comply with applicable certification requirements.

Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on an appropriate IRS Form W-8.

If you sell your common shares to or through a U.S. office of a broker, the payment of the proceeds is subject to both U.S. backup withholding and information reporting unless you certify that you are a non-U.S. person, under penalties of perjury, or you otherwise establish an exemption. If you sell your common shares through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, U.S. information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, including a payment made to you outside the United States, if you sell your common shares through a non-U.S. office of a broker that is a U.S. person or has some other contacts with the United States.

Backup withholding is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding rules that exceed your U.S. federal income tax liability by filing a refund claim with the IRS.

Individuals who are U.S. Holders (and to the extent specified in the applicable Treasury Regulations, certain individuals who are Non-U.S. Holders and certain U.S. entities) who hold "specified foreign financial assets" (as defined in Section 6038D of the Code and the applicable Treasury Regulations) are required to file IRS Form 8938 (Statement of Specified Foreign Financial Assets) with information relating to each such asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year.  Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, the statute of limitations on the assessment and collection of U.S. federal income tax with respect to a taxable year for which the filing of IRS Form 8938 is required may not close until three years after the date on which IRS Form 8938 is filed.  Specified foreign financial assets generally would include our common shares, unless the common shares are held in an account maintained by a U.S. "financial institution" (as defined in Section 6038D of the Code).  U.S. Holders (including U.S. entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under Section 6038D of the Code.

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Danish Tax Considerations

The following is a summary of certain Danish tax considerations relating to an investment in TORM plc. The summary describes the Danish tax implications pertaining to dividends paid from TORM A/S to TORM plc.

The summary does not purport to constitute exhaustive tax or legal advice. It is specifically to be noted that the summary does not address all possible tax consequences relating to an investment in the shares of TORM plc. The summary is based solely upon the tax laws of Denmark in effect on the date of this Registration statement. Danish tax laws may be subject to changes, possibly with retroactive effect.

Sale of Class A common shares by TORM plc

Shareholders not resident in Denmark will normally not be subject to Danish tax on gains realized on the sale of shares, irrespective of the ownership period and equity interest. However, Danish anti-avoidance rules should be observed as these rules may, if certain conditions are met, result in a requalification of tax-exempt capital gains into dividends, which could trigger Danish withholding taxes. These rules could apply in a number of situations, such as in connection with a related party sale of shares against cash and in unrelated third party transactions in connection with the transfer of shares to a new holding company (controlled by a third party) against shares and cash. For example, this could be the case, if dividends from TORM A/S cannot be received tax exempt by TORM plc. The rules should only apply to intra-group transactions as well as situations where TORM plc receives an ownership share in the group acquiring the shares in TORM A/S.

Dividends distributed to the holders of Class A common shares of TORM A/S to TORM plc

Under Danish tax law, dividends paid on shares in a Danish company to a foreign company arenormally subject to dividend withholding tax of 27%, which could potentially be reduced to 22% subject to pending Danish legislation.

Dividends paid on shares in a Danish company are as a starting point exempt from Danish withholding tax when the foreign receiving company owns at least 10% of the Danish distributing company, the foreign receiving company is tax resident within the EU or a state which has a tax treaty with Denmark, and the Danish taxation should be reduced or eliminated in accordance with the EU Parent/Subsidiary Directive (2011/96/EU) or in accordance with a tax treaty between Denmark and the state in which the receiving company is domiciled.

When considering whether the EU Parent/Subsidiary Directive (2011/96/EU) or a tax treaty can be applied (thereby enabling exemption from Danish withholding taxes on dividend distributions), the Danish tax authorities do consider a number of other criteria, including whether the foreign receiving company is the beneficial owner, and whether the structure can be challenged based on recently introduced general anti-avoidance rules.

If these conditions for exemption are not fulfilled, Danish withholding taxof 27% (potentially reduced to 22%) will be triggered on such dividend distributions.

Share transfer tax and stamp duties

No Danish share transfer tax or stamp duties are payable on direct or indirect transfer of the shares of TORM A/S.

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United Kingdom Tax Considerations

The following statements do not constitute tax advice and are intended only as a general guide to current United Kingdom law and HM Revenue and Customs ("HMRC") published practice, which may not be binding on HMRC, as at the date of this document (which are both subject to change at any time, possibly with retrospective effect). They relate only to certain limited aspects of the United Kingdom tax treatment of the beneficial owners of the Class A common shares. They are intended to apply only to shareholders who are resident only in the United Kingdom for United Kingdom tax purposes (unless the context requires otherwise) and, if individuals, who are domiciled in the United Kingdom and to whom split-year treatment does not apply. The statements below only relate to persons who are and will be the absolute beneficial owners of the Class A common shares and who hold, and will hold, the Class A common shares through the Depository Trust Company as investments (and not as securities to be realized in the course of a trade). The statements below are not exhaustive and may not apply to certain shareholders, such as dealers in securities, broker dealers, insurance companies and collective investment schemes, shareholders who are exempt from taxation, shareholders who hold their shares through an Individual Savings Account or a Self-Invested Personal Pension and shareholders who have (or are deemed to have) acquired the Class A common shares by virtue of an office or employment. Such persons may be subject to special rules. This summary does not address any inheritance tax considerations.

Prospective purchasers of the Class A common shares who are in any doubt as to their tax position should consult an appropriate professional adviser.

Taxation of Dividends

General

TORM plc is not required to make any withholding or deduction for or on account of United Kingdom tax in respect of dividends on the Class A common shares, irrespective of whether the shareholder receiving the dividend is resident in or outside the United Kingdom.

Individual Shareholders

United Kingdom resident individual Shareholders may be subject to income tax on dividends they receive from the Company. The first £5,000 of dividend income that the United Kingdom resident individuals receive in each tax year is taxed at a rate of 0% (the "Nil Rate Amount"). The United Kingdom Government has announced that this Nil Rate Amount will be reduced to £2,000 with effect from April 2018 (although the legislation effecting this change is currently in draft form).

Dividend income that is within the Nil Rate Amount counts towards an individual's basic or higher rate limits – and will therefore affect the taxation of other income received and any capital gains realized by the individual in the tax year. It may also affect the level of savings allowance to which they are entitled (as this is different for basic and higher rate taxpayers). In calculating into which tax band any dividend income over the Nil Rate Amount falls, dividend income is treated as the "top slice" of an individual's income.

Any dividend income received by a UK resident individual Shareholder in excess of the Nil Rate Amount will be subject to income tax at a rate of 7.5%, to the extent that it is within the basic rate band, 32.5% to the extent that it is within the higher rate band and 38.1%, to the extent that it is within the additional rate band.

Corporate Shareholders

Shareholders within the charge to United Kingdom corporation tax which are "small companies" (for the purposes of United Kingdom taxation of dividends) will not generally expect to be subject to tax on dividends from the Company.

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Other shareholders within the charge to United Kingdom corporation tax will not be subject to tax on dividends from the Company so long as the dividends fall within an exempt class and certain conditions are met. For example: dividends paid to companies holding less than 10% of the issued share capital of the payer (or any class of that share capital) are generally dividends that fall within an exemption in respect of "portfolio holdings" (subject to the application of relevant anti-avoidance rules). Other exemptions may also apply.

Shareholders Resident outside the United Kingdom

Where a shareholder resident for tax purposes outside the United Kingdom carries on a trade, profession or vocation in the United Kingdom and the dividends are a receipt of that trade or, in the case of corporation tax, the Class A common shares are held by or for a United Kingdom permanent establishment through which a trade is carried on, the shareholder may be liable to United Kingdom tax on dividends paid by the Company.

Taxation of Chargeable Gains

Individual Shareholders

A disposal of the Class A common shares may give rise to a chargeable gain (or allowable loss) for the purposes of United Kingdom capital gains tax, depending on the circumstances and subject to any available exemption or relief. The rate of capital gains tax in respect of shareholdings is 10% for individuals who are subject to income tax at the basic rate and 20% to the extent that an individual's chargeable gains, when aggregated with his or her income chargeable to income tax, exceed the basic rate band for income tax purposes. An individual shareholder is entitled to realize an exempt amount of gains (£11,300 in the 2017/18 tax year) in each tax year without being liable to tax.

A shareholder who is an individual and who has ceased to be resident in the United Kingdom for taxation purposes (or has become treated as resident outside the United Kingdom for the purposes of a double tax treaty (''Treaty non-resident'') for a period of five years or less and who disposes of the Class A common shares during that period may in some circumstances also be liable, on his or her return to the United Kingdom, to United Kingdom capital gains tax on that gain, subject to any available exemptions or reliefs.

Corporate Shareholders

Where a shareholder is within the charge to United Kingdom corporation tax, including cases where it is not resident (for tax purposes) in the United Kingdom, a disposal of the Class A common shares may give rise to a chargeable gain (or allowable loss) for the purposes of United Kingdom corporation tax, depending on the circumstances and subject to any available exemption or relief. Indexation allowance may reduce the amount of chargeable gain that is subject to corporation tax, but may not create or increase any allowable loss.

Shareholders Resident outside the United Kingdom

A shareholder that is not resident in the United Kingdom (and, in the case of an individual, is not temporarily non-resident) for United Kingdom tax purposes and whose Class A common shares are not held in connection with carrying on a trade, profession or vocation in the United Kingdom generally will not be subject to United Kingdom tax on chargeable gains on the disposal of the Class A common shares.

Stamp Duty and Stamp Duty Reserve Tax ("SDRT")

The comments in this section relating to stamp duty and SDRT apply whether or not a shareholder is resident or domiciled in the United Kingdom. Special rules may apply to shareholders such as market makers, brokers, dealers and intermediaries.

142

Following the European Court of Justice decision in HSBC Holdings Plc and Vidacos Nominees Ltd v The Commissioners for Her Majesty's Revenue & Customs (C-569/07) and the First-tier Tax Tribunal decision in HSBC Holdings Plc and The Bank of New York Mellon Corporation v The Commissioners for Her Majesty's Revenue & Customs (TC/2009/16584), HMRC has confirmed that 1.5% SDRT is no longer payable when new shares are issued to a clearance service or depositary receipt system. However, it is currently unclear whether this will remain the case following the United Kingdom's intended departure from the European Union.

No stamp duty should be payable on the acquisition or transfer of the beneficial ownership of the Class A common shares held by a nominee for a person whose business is or includes the provision of clearance services where that acquisition or transfer is settled within the clearance service and there is no physical instrument of transfer. An agreement for the transfer of such Class A common shares will also not give rise to a SDRT liability, provided that no election has been made under section 97A of the United Kingdom Finance Act 1986 which is applicable to such Class A common shares. We understand that no such election has been made by the Depository Trust Company as respects the Class A common shares.

Any instrument of transfer of the Class A common shares that are not held by a nominee for a person whose business is or includes the provision of clearance services will generally attract stamp duty at a rate of 0.5% of the amount or value of the consideration for the transfer (rounded up, if necessary, to the next multiple of £5). No stamp duty is chargeable on an instrument transferring shares where the amount or value of the consideration is £1,000 or less and it is certified on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions for which the aggregate consideration exceeds £1,000. An unconditional agreement for such transfer, or a conditional agreement which subsequently becomes unconditional, will also generally be liable to SDRT at the rate of 0.5% of the amount or value of the consideration for the transfer; but such liability will be cancelled if the agreement is completed by a duly stamped instrument of transfer within six years of the date of the agreement, or if the agreement was conditional, the date the agreement became unconditional. Where stamp duty is paid, any SDRT previously paid should be repaid on the making of an appropriate claim generally with interest.

Therefore, a transfer of title in the Class A common shares or an agreement to transfer such shares from within the Depository Trust Company system out of the Depository Trust Company system, and any subsequent transfers or agreements to transfer outside the Depository Trust Company system, will generally attract a charge to United Kingdom stamp duty and/or United Kingdom SDRT at a rate of 0.5% of any consideration. Shareholders should note in particular that a redeposit of the Class A common shares into the Depository Trust Company system, including by means of a transfer into a depositary receipt system, will generally attract United Kingdom stamp duty and/or United Kingdom SDRT at the higher rate of 1.5%.

F. Dividends and Paying Agents

On September 15, 2016, we paid a cash dividend of $0.40 per Class A common share, or a total of $25 million. In September 2017, we distributed to shareholders a dividend of an aggregate amount of approximately $1.2 million, or $0.02 per share.

We refer you to the section of this registration statement entitled Item 8. "Financial Information – Consolidated Statements and Other Information – Dividend Policy" for a discussion of our dividend policy. In accordance with our dividend policy, we intend to distribute 25-50% of net income to shareholders semi-annually, subject to applicable law and in compliance with the agreements to which we are a party. The Company's paying agent for dividends is Computershare Trust Company, N.A.

G. Statement by Experts

The consolidated financial statements of TORM plc as of December 31, 2016 and 2015 and for each of the three years in the period ended December 31, 2016 included in this registration statement have been audited by Deloitte Statsautoriseret Revisionspartnerselskab, an independent registered public accounting firm, as stated in their report appearing herein. Such consolidated financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. The offices of Deloitte Statsautoriseret Revisionspartnerselskab are located at Weidekampsgade 6, 2300 Copenhagen, Denmark.

143

The consolidated financial statements of Former TORM A/S as of December 31, 2015 and 2014 and for each of the three years in the period ended December 31, 2014 included in this registration statement have been audited by Deloitte Statsautoriseret Revisionspartnerselskab, an independent registered public accounting firm, as stated in their report appearing herein. Such consolidated financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. The offices of Deloitte Statsautoriseret Revisionspartnerselskab are located at Weidekampsgade 6, 2300 Copenhagen, Denmark.

H. Documents on Display

When the SEC declares this registration statement effective, we will be subject to the informational requirements of the Securities Exchange Act. In accordance with these requirements we will file reports and other information with the SEC. These materials, including this registration statement on Form 20-F and the accompanying exhibits may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1 (800) SEC-0330, and you may obtain copies at prescribed rates from the Public Reference Section of the SEC at its principal office in Washington, D.C. The SEC maintains a website (http://www.sec.gov.) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. In addition, our filings will be available on our website www.torm.com. This web address is provided as an inactive textual reference only. Information contained on our website does not constitute part of this registration statement.

Shareholders may also request a copy of our filings at no cost by writing or telephoning us at the following address:

TORM plc

Tuborg Havnevej 18

DK-2900 Hellerup, Denmark
Tel: 45 39 17 92 00

I. Subsidiary Information

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk

We are exposed to the impact of interest rate changes primarily through our floating-rate borrowings that require TORM plc to make interest payments based on LIBOR. Significant increases in interest rates could adversely affect operating margins, results of operations and our ability to service debt. We may use financial derivative instruments to reduce our exposure to market risk from changes in interest rates. The principal objective of these contracts is to minimize the risks and costs associated with our floating-rate debt.

As an indication of the extent of our sensitivity to interest rate changes, an increase of 1% would decrease our profit during the twelve-month period beginning October 1, 2017 by $3 million, based upon our debt level during the period.

144

Foreign Exchange Rate Risk

We use USD as our functional currency because the majority of the Company's transactions are denominated in USD. The foreign exchange risk is thereby limited to cash flows not denominated in USD. The primary risks relate to transactions denominated in DKK, EUR and SGD and relate to administrative and operating expenses. We use derivatives to hedge the exposure to administrative and operating costs in DKK and EUR. Other significant cash flows in non-USD currencies occur occasionally.

As an indication of the extent of our sensitivity to changes in the EUR/USD and the USD/DKK exchange rate, an increase of 10% would decrease our profit during the twelve-month period beginning October 1, 2017 by approximately $3 million, based upon the Group's unhedged exposure to DKK and EUR during the period.

Spot Market Risk

The cyclical nature of the product tanker industry causes significant increases and decreases in the revenue earned from our vessels, in particular those of our vessels that are employed in the spot market. As of June 30, 2017, we had covered 21% of our Available Earning Days for the second half of 2017 and 8% of our Available Earning Days for the full year 2018, corresponding to 23,654 uncovered days for the twelve-month period beginning July 1, 2017.

As an indication of the extent of our sensitivity to changes in the tanker spot rates, a change in freight rates of $1,000 per day would impact the twelve-month Adjusted EBITDA by $24 million, based upon the Group's uncovered earning days during the twelve-month period beginning July 1, 2017.

Bunker Price Risk

Our vessels consume fuel oil, also referred to as bunkers, and the operating results are affected by movements in the price of bunkers. The price and supply of bunkers is unpredictable and fluctuates based on events beyond our control. Bunkers may become more expensive in the future which could have a negative effect on our profitability. To reduce this exposure, we hedge part of our bunker requirements via oil derivatives, however, only for exposures relating to long-term contracts. In 2016, we hedged 1.6% of our bunker requirements via hedging instruments. We purchased bunkers for a total consideration of $110 million in 2016, and $107 million during the first nine months of 2017.

As an indication of the extent of our sensitivity to changes in bunker prices, all other things being equal, a 10% change in bunker prices (without a subsequent change in freight rates), based upon data as of September 30, 2017, would impact the twelve-month Adjusted EBITDA by $19 million during the twelve-month period beginning October 1, 2017.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities

Not applicable.

B. Warrants and Rights.

See Item 10. "Additional Information—A. Share Capital—Warrants" for a description of the Company's warrants.

C. Other Securities.

Not applicable.

145

D. American Depositary Shares.

Not applicable.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

Not applicable.

ITEM 16. RESERVED

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.

ITEM 16B. CODE OF ETHICS

Not applicable.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

Not applicable.

146

PART III

ITEM 17. FINANCIAL STATEMENTS

See Item 18.

ITEM 18. FINANCIAL STATEMENTS

The financial statements beginning on page F-1 through F-122, together with the respective reports of the Independent Registered Public Accounting firm therefore, are filed as a part of this registration statement on Form 20-F.

ITEM 19. EXHIBITS

1.1	Memorandum and Articles of Association*
2.1	Form of Class A Common Share Certificate*
2.2	B Share Minority Trust Deed, dated May 30, 2016*
2.3	Equity Warrant Instrument, dated March 15, 2016*
4.1	The Working Capital Facility, dated July 13, 2015
4.2	Term Facility 1, dated July 13, 2015
4.3	DSF Facility, dated September 20, 2017
4.4	Registration Rights Agreement, dated April 14, 2016*
4.5	CEXIM Facility, dated July 8, 2016*
4.6	Term Facility 2, dated January 6, 2017*
4.7	TORM plc 2017 Management Long-Term Incentive Plan*
4.8	ING Facility, dated September 8, 2017
4.9	Amendment and Waiver Letter to Working Capital Facility and Term Facility 1, dated December 21, 2015
4.10	Amendment and Waiver Letter to Working Capital Facility and Term Facility 1, dated August 23, 2016
8.1	List of Subsidiaries
15.1	Consent of Independent Registered Public Accounting Firm**
15.2	Consent of Independent Registered Public Accounting Firm**
15.3	Consent of Seward & Kissel LLP
15.4	Consent of Watson Farley & Williams LLP

_____________________

* Previously filed.

** To be filed by amendment.

147

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this registration statement on its behalf.

TORM PLC
By:
	Name: Jacob Meldgaard
	Title: Executive Director and Principal Executive Officer

Date: October 13, 2017

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF TORM PLC

Index to Unaudited Condensed Consolidated Interim Financial Statements

Unaudited Condensed Consolidated Interim Income Statements for the three and six months ended June 30, 2017 and 2016	F-2
Unaudited Condensed Consolidated Interim Statements of Comprehensive Income for the three and six months ended June 30, 2017 and 2016	F-3
Unaudited Condensed Consolidated Interim Balance Sheets as of June 30, 2017 and December 31, 2016	F-4
Unaudited Condensed Consolidated Interim Statements of Changes in Equity as of June 30, 2017 and 2016	F-5
Unaudited Condensed Consolidated Interim Statements of Cash Flow for the six months ended June 30, 2017 and 2016	F-6
Notes to the Unaudited Condensed Consolidated Interim Financial Statements	F-7

Index to Audited Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	F-12
Consolidated Income Statements for the years ended December 31, 2016, 2015 and 2014	F-13
Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014	F-14
Consolidated Balance Sheets as of December 31, 2016, 2015 and 2014	F-15
Consolidated Statements of Changes in Equity as of December 31, 2016, 2015 and 2014	F-17
Consolidated Statements of Cash Flow for the years ended December 31, 2016, 2015 and 2014	F-18
Notes to the Consolidated Financial Statements	F-19

TORM plc

UNAUDITED CONDENSED CONSOLIDATED INTERIM INCOME STATEMENTS

For The Three and Six Months Ended June 30, 2017 and 2016

(Expressed in millions of USD, except for per share amounts)

	Note		Three months ended June 30,						Six months ended June 30,
			2017			2016			2017			2016
Revenue				157.0			176.9			329.8			370.6
Port expenses, bunkers and commissions				(64.0	)		(54.2	)		(129.9	)		(109.5	)
Charter hire				(1.6	)		(5.5	)		(5.1	)		(10.9	)
Operating expenses		2		(46.7	)		(49.7	)		(95.3	)		(102.3	)
Profit from sale of vessels				2.8			0.0			2.8			0.0
Administrative expenses		2		(11.6	)		(10.9	)		(22.2	)		(21.6	)
Other operating (expenses)/income				(0.2	)		0.0			(0.3	)		(0.2	)
Impairment losses on tangible and intangible assets				0.0			0.0			(1.0	)		0.0
Depreciation				(28.3	)		(31.6	)		(57.7	)		(60.5	)
Operating profit				7.4			25.0			21.1			65.6
Financial income				0.8			1.1			1.0			2.2
Financial expenses				(9.7	)		(10.9	)		(18.8	)		(21.4	)
Profit / (loss) before tax				(1.5	)		15.2			3.3			46.4
Tax expense				(0.1	)		(0.2	)		(0.3	)		(0.5	)
Profit / (loss) for the period				(1.6	)		15.0			3.0			45.9
Basic earnings per share (USD)				0.0			0.2			0.0			0.7
Diluted earnings per share (USD)				0.0			0.2			0.0			0.7

The accompanying notes are an integrated part of these financial statements.

F-2

TORM plc

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME

For The Three and Six Months Ended June 30, 2017 and 2016

(Expressed in millions of USD)

	Three months ended						Six months ended
	June 30,						June 30,
	2017			2016			2017			2016
Net profit / (loss) for the period		(1.6	)		15.0			3.0			45.9
Other comprehensive income / (loss):
Items that may be reclassified subsequently to profit or loss:
Exchange rate adjustment arising from translation of entities with a functional currency different from USD		0.0			(0.2	)		0.1			(0.2	)
Fair value adjustment on hedging instruments		1.6			(5.0	)		2.9			(11.5	)
Value adjustment on hedging instruments transferred to income statement		0.4			(0.1	)		(0.3	)		(0.3	)
Other comprehensive income/(loss) after tax*		2.0			(5.3	)		2.7			(12.0	)
Total comprehensive income		0.4			9.7			5.7			33.9

* No income tax was incurred relating to other comprehensive income items.

The accompanying notes are an integrated part of these financial statements.

F-3

TORM plc

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

As of June 30, 2017 and December 31, 2016

(Expressed in millions of USD)

	Note		June 30, 2017			December 31, 2016
ASSETS
NON-CURRENT ASSETS
Tangible fixed assets
Vessels and capitalized dry-docking		3		1,282.9			1,343.8
Prepayments on vessels		4		59.4			44.1
Other plant and operating equipment				1.7			1.8
Total tangible fixed assets				1,344.0			1,389.7
Financial Assets
Investment in joint ventures				0.3			0.3
Total financial Assets				0.3			0.3
TOTAL NON –CURRENT ASSETS				1,344.3			1,390.0
CURRENT ASSETS
Bunkers				28.8			31.6
Freight receivables				52.4			62.5
Other receivables				8.9			8.1
Prepayments				2.5			3.1
Cash and cash equivalents				213.8			76.0
Total current assets				306.4			181.3
TOTAL ASSETS				1,650.7			1,571.3
EQUITY AND LIABILITIES
EQUITY
Common shares				0.6			0.6
Treasury shares				(2.9	)		(2.9	)
Hedging reserves				3.0			0.4
Translation reserves				0.0			(0.1	)
Retained profit				787.1			782.6
Total equity				787.8			780.6
LIABILITIES
NON-CURRENT LIABILITIES
Deferred tax liability				44.9			45.0
Mortgage debt and bank loans		5		644.6			593.9
Finance lease liabilities		3		26.8			0.0
TOTAL NON-CURRENT LIABILITIES				716.3			638.9
CURRENT LIABILITIES
Mortgage debt and bank loans		5		79.0			75.7
Finance lease liabilities		3		16.2			13.6
Trade payables				19.9			28.5
Current tax liabilities				0.9			0.7
Other liabilities				30.4			33.1
Deferred income				0.2			0.2
Total current liabilities				146.6			151.8
TOTAL LIABILITIES				862.9			790.7
TOTAL EQUITY AND LIABILITIES				1,650.7			1,571.3

The accompanying notes are an integrated part of these financial statements.

F-4

TORM plc

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

As of June 30, 2017 and 2016

(Expressed in millions of USD)

	Common shares *		Treasury shares **		Hedging reserves		Translation reserves		Retained profit		Total
Equity as of January 1, 2016		0.6		(0.2)		1.4		0.2		974.0		976.0
Comprehensive income/(loss) for the period:
Net profit/(loss) for the period		-		-		-		-		45.9		45.9
Other comprehensive income/(loss) for the period ***		-		-		(11.8)		(0.2)		-		(12.0)
Total comprehensive income/(loss) for the period		-		-		(11.8)		(0.2)		45.9		33.9
Corporate Reorganization TORM plc		-		-		-		-		(6.2)		(6.2)
Acquisition outstanding shares in TORM A/S, cost ****		-		-		-		-		(19.2)		(19.2)
Acquisition treasury shares, cost		-		(0.6)		-		-		-		(0.6)
Share-based compensation		-		-		-		-		1.0		1.0
Total change in equity for the period		-		(0.6)		(11.8)		(0.2)		21.5		8.9
Equity as of June 30, 2016		0.6		(0.8)		(10.4)		-		995.5		984.9
Equity as of January 1, 2017		0.6		(2.9)		0.4		(0.1)		982.6		780.6
Comprehensive income/(loss) for the period:
Net profit/(loss) for the period		-		-		-		-		3.0		3.0
Other comprehensive income/(loss) for the period ***		-		-		2.6		0.1		-		2.7
Total comprehensive income/(loss) for the period		-		-		2.6		0.1		3.0		5.7
Shareholders' contribution		-		-		-		-		0.6		0.6
Share-based compensation		-		-		-		-		0.9		0.9
Total change in equity for the period		-		-		2.6		0.1		4.5		7.2
Equity as of June 30, 2017		0.6		(2.9)		3.0		-		787.1		787.8

* Common shares have been adjusted to reflect the nominal capital of TORM plc, refer to the Consolidated Statements of Changes in Equity as of December 31, 2016, 2015 and 2014 in theConsolidated Financial Statements for 2016

** Refer to note 13 in the notes to the Consolidated Financial Statements for 2016 for further information on treasury shares.

*** Refer to the Unaudited Condensed Consolidated Interim Statements of Comprehensive Income

**** Relates to the squeeze-out (Corporate Reorganization) of remaining minority shareholders in TORM A/S, refer to note 1 in the notes to the Consolidated Financial Statements for 2016

Dividend

The Board of Directors has approved an interim dividend of $1.2 million, equivalent to $0.02 per share. The dividend is expected to be distributed on September 12, 2017 with the ex-dividend date on August 24, 2017. The interim dividend payment is in line with the Company's distribution policy and corresponds to 42% of net income for the six months ended June 30, 2017.

The accompanying notes are an integrated part of these financial statements.

F-5

TORM plc

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOW

For The Six Months Ended June 30, 2017 and 2016

(Expressed in millions of USD)

	Six months ended June 30,
	2017			2016
CASH FLOW FROM OPERATING ACTIVITIES
Profit for the period		3.0			45.9
Adjustments:
Reversal of profit from sale of vessels		(2.8	)		0.0
Reversal of amortization and depreciation		57.7			60.5
Reversal of impairment of tangible and intangible assets		1.0			0.0
Reversal of financial items		17.8			19.2
Reversal of tax expense		0.3			0.5
Reversal of other non-cash movements		1.5			(6.0	)
Net-exchange rate gains		0.2			2.1
Interest received		0.7			0.1
Interest paid		(16.8	)		(16.2	)
Income taxes paid/repaid		(0.3	)		(0.6	)
Change in bunkers, accounts receivables and payables		3.0			10.3
Net cash flow from operating activities		65.3			115.8
CASH FLOW FROM INVESTING ACTIVITIES
Investment in tangible fixed assets		(30.0	)		(84.5	)
Sale of non-current assets (vessels)		20.8			0.0
Net cash flow (used in) investing activities		(9.2	)		(84.5	)
CASH FLOW FROM FINANCING ACTIVITIES
Borrowing, mortgage debt and other financial liabilities		160.6			19.3
Repayment, mortgage debt		(78.9	)		(82.1	)
Acquisition outstanding shares in TORM A/S		0.0			(19.2	)
Purchase of treasury shares		0.0			(0.6	)
Net cash flow from / (used in) financing activities		81.7			(82.6	)
Net cash flow from / (used in) operating, investing and financing activities		137.8			(51.3	)
Cash and cash equivalents, beginning balance		76.0			168.3
Cash and cash equivalents, ending balance		213.8			117.0

The accompanying notes are an integrated part of these financial statements.

F-6

TORM plc

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For The Six Months Ended June 30, 2017 and 2016

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES AND SIGNIFICANT ACCOUNTING ESTIMATES AND ASSESSMENTS

OVERVIEW OF BUSINESS

TORM plc is a shipping company, incorporated in the United Kingdom, that owns and operates a fleet of product tankers. Unless otherwise indicated, the terms "TORM plc," "we," "us," "our," the "Company" and the "Group" refer to TORM plc and its consolidated subsidiaries, which includes TORM A/S and its consolidated subsidiaries, following the closing of the Exchange Offer (defined below). When used herein to describe events prior to the closing of the Exchange Offer, the terms "TORM A/S," "we," "us," "our," the "Company" and the "Group" refer to TORM A/S and its consolidated subsidiaries before such time.

On March 27, 2015, TORM A/S, a company organized under the laws of Denmark, Oaktree Capital Management L.P., or Oaktree, and certain of TORM A/S' lenders entered into a restructuring agreement to recapitalize TORM A/S. The agreement included a mandatory and an optional debt cancellation of a part of TORM A/S' debt and required that OCM Njord Holdings S.à r.l., or Njord Luxco, a subsidiary of Oaktree, contribute OCM (Gibraltar) Njord Midco Ltd., or Njord, to TORM A/S in exchange for shares in TORM A/S. We refer to this transaction as the "Combination". The Combination was completed on July 13, 2015, the date on which Njord was transferred to TORM A/S.

On April 15, 2016, a new corporate structure was established, whereby TORM plc effectively acquired all of the outstanding A shares of TORM A/S (referred to herein as Danish A shares) in exchange for TORM plc's securities. A total of 97.6% of TORM A/S' shareholders exchanged their shareholdings to TORM plc, and TORM plc acquired the remaining 2.4% shares from TORM A/S' minority shareholders in a statutory squeeze-out transaction under the Danish Companies Act for a total cash consideration of approximately $19 million. In addition and in connection with the exchange of the Danish A shares, all TORM A/S warrant holders exchanged their warrants on a one-for-one basis for warrants of TORM plc. We refer to these transactions collectively as the "Exchange Offer". On April 19, 2016, upon the closing of the Exchange Offer and the listing of TORM plc's Class A common shares on Nasdaq Copenhagen, TORM plc became the Group's publicly-held parent company incorporated under the laws of England and Wales. We refer to this as the "Redomiciliation". The Redomiciliation was accounted for as an internal reorganization of entities under common control and, therefore, the assets and liabilities of TORM A/S were accounted for at their historical cost basis and not revalued in the transaction.

The Corporate Reorganization is accounted for as a capital restructuring, where the assets and liabilities of TORM A/S and its subsidiaries are accounted for at their historical cost basis and not revalued at market value.

The consolidated financial statements for the TORM Group are presented in the legal name of TORM plc, but are a continuation of the financial statements of TORM A/S with a retroactive adjustment of the legal capital of the legal parent (TORM plc). The consolidated financial results reflect the activities for TORM A/S only for 2015 and the period from January 1, 2016 until April 15, 2016, whereas the remaining period of 2016 reflects the combined activity of TORM plc and TORM A/S.

The impact on equity of the Corporate Reorganization reflected the accumulated deficit of TORM plc at that date and by the squeeze-out transaction impact of USD 19m.

F-7

BASIS OF PREPARATION

The unaudited condensed consolidated interim financial statements of TORM plc ("the Company") for the period January 1 – June 30, 2017 have been prepared in accordance with IAS 34 "Interim Financial Reporting" as issued by the International Accounting Standards Board (IASB). The unaudited condensed consolidated interim financial statements should be read in conjunction with the Company's Consolidated Financial Statements for the year ended December 31, 2016, which were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB. The accounting policies applied in the condensed consolidated interim financial statements are consistent with those in the Company's Consolidated Financial Statements for the year ended December 31, 2016. There are no new IFRS or IFRS Interpretation Committee ("IFRIC") interpretations that are effective for this financial year that have had a material impact on the Company's financial statements, refer to Accounting standards and interpretations not yet adopted in note 1 in the notes to the Consolidated Financial Statements for 2016.

No significant changes have been made in accounting estimates or assessments in the period January 1 - June 30, 2017 compared to those applied in the Consolidated Financial Statements for the year ended December 31, 2016.

OTHER ACCOUNTING POLICIES

Asset held-for-sale

Assets are classified as held-for-sale if the carrying amount will be recovered principally through a sales transaction rather than through continuing use. This condition is regarded as met only when the asset is available for immediate sale in its present condition subject to terms that are usual and customary for sales of such assets and its sale is highly probable. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

Assets held-for-sale are measured at the lower of their previous carrying amount and fair value less costs to sell.

Gains and losses are recognized on delivery to the new owners in the income statement in the item "Profit from sale of vessels".

F-8

NOTE 2 – STAFF COSTS

	Three months ended				Six months ended
	June 30,				June 30,
	2017		2016		2017		2016
Total staff costs
Staff costs included in operating expenses		2.3		2.6		4.6		5.0
Staff costs included in administrative expenses		9.1		8.4		16.8		16.7
Total		11.4		11.0		21.4		21.7

NOTE 3 - VESSELS AND CAPITALIZED DRY-DOCKING

	June 30,			December 31,
(USD million)	2017			2016
Cost:
Balance at January 1,		1,697.4			1,567.5
Additions		15.6			40.8
Disposals		(3.9	)		(16.3	)
Transferred to assets held-for-sale		(32.1	)		0.0
Transferred to vessels/from prepayments		0.0			105.4
Balance		1,677.0			1,697.4
Depreciation:
Balance at January 1,		180.0			75.5
Disposals		(3.9	)		(15.9	)
Depreciation for the period		57.4			120.4
Transferred to assets held-for-sale		(13.0	)		0.0
Balance		220.5			180.0
Impairment:
Balance as of January 1,		173.6			0.0
Impairment for the period		0.0			173.6
Balance		173.6			173.6
Carrying amount		1,282.9			1,343.8

The depreciation expense for the six months ended June 30, 2017 related to "Other plant and operating equipment" of $1 million is related to "Administrative expenses" (June 30, 2016: $1 million).

Depreciation and impairment losses on tangible fixed assets on "Vessels" and "Prepayments" is related to "Operating expenses".

Impairment assessment

TORM has carried out an assessment of the most significant assumptions used in the impairment calculations for the Consolidated Financial Statements for the year ended December 31, 2016 (refer to Note 8 to the Consolidated Financial Statements for the year ended December 31, 2016). TORM has assessed that there are no significant changes in the assumptions to either the fair value less costs to sell or the value in use, and therefore Management has concluded that no detailed impairment test was required for determining vessel values at June 30, 2017.

F-9

Assets held-for-sale

The impairment of $1 million recorded in the six months ended June 30, 2017 (six months June 30, 2016: $0 million) relates to impairment of assets held-for-sale, as these vessels are measured at fair value less cost to sell, rather than value in use (impairment was recorded subsequent to these being reclassified from "Vessels" to "Assets held for sale"). The sale of these vessels transferred to assets held-for-sale as completed in the six months ended June 30, 2017 thus no vessels are classified as assets held-for-sale as of June 30,2017. Further, three of these sold vessels were leased back by TORM, thus are accounted for as finance leases as of June 30, 2017.

NOTE 4 - PREPAYMENTS ON VESSELS

	June 30,		December 31,
(USD million)	2017		2016
Cost:
Balance at January 1,		44.1		72.6
Additions		15.3		76.9
Transferred to vessels/from prepayments		0.0		(105.4	)
Carrying amount		59.4		44.1

NOTE 5 - MORTGAGE DEBT AND BANK LOANS

	June 30,		December 31,
(USD million)	2017		2016
Mortgage debt and bank loans
To be repaid as follows:
Falling due within one year		79.5		75.9
Falling due between one and two years		138.5		75.1
Falling due between two and three years		69.4		137.5
Falling due between three and four years		69.4		59.7
Falling due between four and five years		348.3		306.5
Falling due after five years		21.9		16.9
Total		727.0		671.6

The presented amounts to be repaid do not include directly related costs arising from the issuing of the loans of $3.4 million (December 31, 2016: $2.0 million), which are amortized over the term of the loans.

During first quarter of 2017, TORM plc signed a syndicated financing agreement with Danske Bank, ABN AMRO, DVB and ING with collateral in nine vessels. The available facility was fully utilized on January 27, 2017 where TORM plc drew $126 million on the facility which matures on March 31, 2022. The terms and conditions contained in this facility are in line with the Company's existing loan agreements.

As of June 30, 2017, TORM was in compliance with the financial covenants. TORM expects to remain in compliance with the financial covenants in the remaining period of 2017.

F-10

NOTE 6 – CONTRACTUAL OBLIGATIONS AND RIGHTS

As of June 30, 2017, TORM had contractual obligations regarding new building commitments and chartered-in vessels of $134.4 million and $6.6 million, respectively (December 31, 2016: $148.8 million and $13.5 million). In addition, TORM has contractual rights regarding charter hire income from vessels of $74.6 million (December 31, 2016: $97.3 million).

NOTE 7 – SUBSEQUENT EVENTS THROUGH SEPTEMBER 5, 2017

Following the balance sheet date, TORM has completed two transactions to purchase a total of six MR resale vessels. The first transaction includes four MR resale vessels with expected delivery in 2019. TORM has received firm commitment from Danish Ship Finance to finance the four vessels with 65% of the purchase price. The transaction includes an option to purchase up to four additional MR vessels with expected delivery in late 2019. The second transaction includes two MR resale vessels for delivery in the third quarter of 2017.

Further, in July 2017 we sold TORM Fox (built in 2005) and we expect to deliver this vessel in the third quarter of 2017.

F-11

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of TORM plc, London, England

We have audited the accompanying consolidated balance sheets of TORM plc and subsidiaries (the "Company") as of December 31, 2016, 2015 and 2014 and the related consolidated statements of income, comprehensive income, changes in equity, and cash flow for each of the three years in the period ended December 31, 2016. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of TORM plc and subsidiaries as of December 31, 2016, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Copenhagen, September 5, 2017

Deloitte Statsautoriseret Revisonspartnerselskab

CVR no. 33963556

/s/ Sumit SudanState Authorised Public Accountant

F-12

TORM plc

CONSOLIDATED INCOME STATEMENTS

For The Years Ended December 31, 2016, 2015 and 2014

(Expressed in millions of USD, except for per share amounts)

	Note		2016			2015			2014
Revenue				680.1			540.4			179.9
Port expenses, bunkers and commissions				(221.9	)		(169.6	)		(81.2	)
Charter hire				(21.5	)		(12.0	)		-
Operating expenses		4		(195.2	)		(122.9	)		(50.3	)
Administrative expenses		4,5		(41.4	)		(19.5	)		(1.0	)
Other operating expenses				(0.3	)		(6.3	)		(6.5	)
Share of profit from joint ventures				0.2			0.2			-
Impairment losses on tangible and intangible assets		6,7,8		(185.0	)		-			-
Depreciation		6,7		(122.2	)		(67.3	)		(24.7	)
Operating profit/(loss)				(107.2	)		143.0			16.2
Financial income		9		2.8			0.9			-
Financial expenses		9		(37.3	)		(16.9	)		(3.6	)
Profit/(loss) before tax				(141.7	)		127.0			12.6
Tax expenses		12		(0.8	)		(1.0	)		-
Net profit/(loss) for the year				(142.5	)		126.0			12.6
Basic and diluted (loss)/earnings per share (USD)		26		(2.3	)		2.4			0.4
Diluted (loss)/earnings per share (USD)		26		(2.3	)		2.4			0.4

The accompanying notes are an integrated part of these financial statements.

F-13

TORM plc

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For The Years Ended December 31, 2016, 2015 and 2014

(Expressed in millions of USD)

	2016			2015		2014
Net profit/(loss) for the year		(142.5	)		126.0		12.6
Other comprehensive income/(loss):
Items that may be reclassified to profit or loss:
Exchange rate adjustment arising from translation of entities using functional currency different from USD		(0.2	)		0.2		-
Fair value adjustment on hedging instruments		(2.7	)		1.1		-
Value adjustment on hedging instruments transferred to income statement		1.7			0.3		-
Other comprehensive income/(loss) after tax*		(1.2	)		1.6		-
Total comprehensive income/(loss) for the year		(143.7	)		127.6		12.6

*No income tax was incurred relating to other comprehensive income items.

The accompanying notes are an integrated part of these financial statements.

F-14

TORM plc

CONSOLIDATED BALANCE SHEETS

As of December 31, 2016, 2015 and 2014

(Expressed in millions of USD)

	Note		2016		2015		2014
ASSETS
NON-CURRENT ASSETS
Intangible assets
Goodwill		6,8		-		11.4		-
Total intangible assets				-		11.4		-
Tangible fixed assets
Vessels and capitalized dry-docking		7,8,16		1,343.8		1,492.0		502.2
Prepayments on vessels		7		44.1		72.6		34.7
Other plant and operating equipment		7		1.8		2.5		-
Total tangible fixed assets				1,389.7		1,567.1		536.9
Financial assets
Investments in joint ventures				0.3		0.3		-
Total financial assets				0.3		0.3		-
TOTAL NON-CURRENT ASSETS				1,390.0		1,578.8		536.9
CURRENT ASSETS
Bunkers				31.6		25.6		13.3
Freight receivables		10		62.5		83.1		35.2
Other receivables		11		8.1		5.7		0.8
Prepayments				3.1		5.9		1.7
Cash and cash equivalents				76.0		168.3		38.0
Total current assets				181.3		288.6		89.0
TOTAL ASSETS				1,571.3		1,867.4		625.9

The accompanying notes are an integrated part of these financial statements.

F-15

TORM plc

CONSOLIDATED BALANCE SHEETS

As of December 31, 2016, 2015 and 2014

(Expressed in millions of USD)

	Note		2016			2015			2014
EQUITY AND LIABILITIES
LIABILITIES
NON-CURRENT LIABILITIES
Deferred tax liability		12		45.0			45.1			-
Mortgage debt and bank loans		2,15,16,18		593.9			717.5			125.3
Finance lease liabilities		18		-			12.9			-
Total non-current liabilities				638.9			775.5			125.3
CURRENT LIABILITIES
Mortgage debt and bank loans		2,15,16,18		75.7			48.7			16.2
Finance lease liabilities		18		13.6			0.6			-
Trade payables		18		28.5			22.3			11.9
Current tax liabilities				0.8			1.8			-
Other liabilities		14,18		33.0			42.1			1.4
Deferred income				0.2			0.4			1.6
Total current liabilities				151.8			115.9			31.1
Total liabilities				790.7			891.4			156.4
EQUITY
Common shares		13		0.6			0.6			0.4
Treasury shares		13		(2.9	)		(0.2	)		-
Hedging reserves				0.4			1.4			-
Translation reserves				(0.1	)		0.2			-
Retained profit				782.6			974.0			469.1
Total equity				780.6			976.0			469.5
Total equity and liabilities				1,571.3			1,867.4			625.9

The accompanying notes are an integrated part of these financial statements.

F-16

TORM plc

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

As of December 31, 2016, 2015 and 2014

(Expressed in millions of USD)

	Common shares			Treasury shares ***			Hedging reserves			Translation reserves			Retained profit			Total
EQUITY
Balance as of January 1, 2014, as shown in the financial statements of TORM A/S		88.0			-			-			-			113.3			201.3
Effect as of January 1, 2015 of the Exchange Offer *		(87.6	)		-			-			-			87.6			-
Equity as of January 1, 2014		0.4			-			-			-			200.9			201.3
Comprehensive income for the year:
Net profit for the year		-			-			-			-			12.6			12.6
Other comprehensive income for the year		-			-			-			-			-			-
Total comprehensive income for the year		-			-			-			-			12.6			12.6
Shareholders' contribution		-			-			-			-			256.7			256.7
Dividend paid		-			-			-			-			(1.1	)		(1.1	)
Total change in equity 2014		-			-			-			-			268.2			268.2
Equity as of December 31, 2014		0.4			-			-			-			469.1			469.5
Equity as of January 1, 2015		0.4			-			-			-			469.1			469.5
Comprehensive income for the year:
Net profit for the year		-			-			-			-			126.0			126.0
Other comprehensive income for the year		-			-			1.4			0.2			-			1.6
Total comprehensive income for the year		-			-			1.4			0.2			126.0			127.6
Shareholders' contribution		-			-			-			-			14.0			14.0
Reverse acquisition of TORM A/S		0.2			-			-			-			367.6			367.8
Transaction costs share issue		-			-			-			-			(2.7	)		(2.7	)
Acquisition treasury shares, cost		-			(0.2	)		-			-			-			(0.2	)
Total change in equity 2015		0.2			(0.2	)		1.4			0.2			504.9			506.5
Equity as of December 31, 2015		0.6			(0.2	)		1.4			0.2			974.0			976.0
Equity as of January 1, 2016		0.6			(0.2	)		1.4			0.2			974.0			976.0
Comprehensive loss for the year:
Net loss for the year		-			-			-			-			(142.5	)		(142.5	)
Other comprehensive loss for the year ****					-			(1.0	)		(0.2	)		-			(1.2	)
Total comprehensive loss for the year		-			-			(1.0	)		(0.2	)		(142.5	)		(143.7	)
Corporate Reorganization TORM plc		-			-			-			-			(6.6	)		(6.6	)
Acquisition outstanding shares in TORM A/S, cost **		-			0.2			-			(0.1	)		(19.3	)		(19.2	)
Acquisition treasury shares, cost		-			(2.9	)		-			-			-			(2.9	)
Share-based compensation		-			-			-			-			2.0			2.0
Dividend paid		-			-			-			-			(25.0	)		(25.0	)
Total change in equity 2016		-			(2.7	)		(1.0	)		(0.3	)		(191.4	)		(195.4	)
Equity as of December 31, 2016		0.6			(2.9	)		0.4			(0.1	)		782.6			780.6

* In connection with the Exchange Offer of April 15, 2016, common shares and the reserve for treasury shares were adjusted to reflect those of TORM plc. The adjustment on common shares reflects the fact that the currency of shares changed from DKK to USD and that the nominal value of each share was reduced from DKK 15 each to USD 0.01 each. Reserve for treasury shares was the holding of own shares in TORM A/S. As the items related to TORM A/S, the reserves were eliminated to reflect the reserves of TORM plc. Refer to note 1 for further information.

** Relates to the squeeze-out of remaining minority shareholders in TORM A/S. Refer to note 1.

*** Refer to note 13 for further information on treasury shares.

**** Refer to the "Consolidated Statement of Comprehensive Income"

F-17

TORM plc

CONSOLIDATED STATEMENTS OF CASH FLOW

For The Years Ended December 31, 2016, 2015 and 2014

(Expressed in millions of USD)

	Note		2016			2015			2014
CASH FLOW FROM OPERATING ACTIVITIES
Profit/(loss) for the year				(142.5	)		126.0			12.6
Adjustments:
Reversal of depreciation				122.2			67.3			24.7
Reversal of impairment of tangible and intangible assets		6,7,8		185.0			-			-
Reversal of share of profit from joint ventures				(0.2	)		(0.2	)		-
Reversal of financial items				34.5			16.0			3.6
Reversal of tax expenses				0.8			1.0			-
Reversal of other non-cash movements		24		(7.1	)		(0.8	)		-
Dividends received from joint ventures				0.2			0.2			-
Interest received and realized exchange gains				2.7			0.8			-
Interest paid and realized exchange losses				(31.4	)		(12.5	)		(3.2	)
Income taxes paid				(1.4	)		(0.6	)		-
Change in bunkers, receivables and payables etc.		24		8.3			16.9			(20.4	)
Net cash flow from operating activities				171.1			214.1			17.3
CASH FLOW USED IN INVESTING ACTIVITIES
Investment in tangible fixed assets				(119.4	)		(253.9	)		(377.9	)
Cash from business combination		27		-			77.5			-
Sale of non-current assets		23		-			17.6			-
Net cash flow used in investing activities				(119.4	)		(158.8	)		(377.9	)
CASH FLOW (USED IN) / FROM FINANCING ACTIVITIES
Borrowing, mortgage debt				49.3			93.1			150.0
Repayment/redemption, mortgage debt				(146.2	)		(29.2	)		(8.4	)
Dividend paid				(25.0	)		-			(1.1	)
Acquisition of outstanding shares in TORM A/S		1		(19.2	)		-			-
Shareholders' contribution				-			14.0			256.6
Transaction costs share issue				-			(2.7	)		-
Purchase/disposal of treasury shares				(2.9	)		(0.2	)		-
Net cash flow (used in) / from financing activities				(144.0	)		75.0			397.1
Net cash flow (used in)/ from operating, investing and financing activities				(92.3	)		130.3			36.5
Cash and cash equivalents as of January 1				168.3			38.0			1.5
Cash and cash equivalents as of December 31				76.0			168.3			38.0

The accompanying notes are an integrated part of these financial statements.

F-18

TORM plc

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ACCOUNTING POLICIES, CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

OVERVIEW OF BUSINESS

TORM plc is a shipping company, incorporated in the United Kingdom, that owns and operates a fleet of product tankers. Unless otherwise indicated, the terms "TORM plc," "we," "us," "our," the "Company" and the "Group" refer to TORM plc and its consolidated subsidiaries, which includes TORM A/S and its consolidated subsidiaries, following the closing of the Exchange Offer (defined below). When used herein to describe events prior to the closing of the Exchange Offer, the terms "TORM A/S," "we," "us," "our," the "Company" and the "Group" refer to TORM A/S and its consolidated subsidiaries before such time. References to "Former TORM A/S" refer to TORM A/S and its consolidated subsidiaries prior to the Combination (defined below).

On March 27, 2015, TORM A/S, a company organized under the laws of Denmark, Oaktree Capital Management L.P., or Oaktree, and certain of TORM A/S' lenders entered into a restructuring agreement to recapitalize TORM A/S. The agreement included a mandatory and an optional debt cancellation of a part of TORM A/S' debt and required that OCM Njord Holdings S.à r.l., or Njord Luxco, a subsidiary of Oaktree, contribute OCM (Gibraltar) Njord Midco Ltd., or Njord, to TORM A/S in exchange for shares in TORM A/S. We refer to this transaction as the "Combination." The Combination was completed on July 13, 2015, the date on which Njord was transferred to TORM A/S, and comprised a part of a series of transactions, discussed more fully herein, which together we refer to as the "2015 Restructuring." We refer to the consummation of the 2015 Restructuring on July 13, 2015 as the Restructuring Completion Date.

The Combination was accounted for as a reverse acquisition, based on guidance in IFRS 3 "Business Combinations", under the acquisition method of accounting, with Njord considered to be the accounting acquirer of TORM A/S and the continuing reporting entity, though TORM A/S continued as the legal entity (we refer to Njord and Former TORM A/S, including their respective subsidiaries, together as the "Combined Group"). This was largely due to the fact that following the acquisition, Njord Luxco held 62% of the voting rights in TORM A/S (excluding the additional voting rights associated with the TORM A/S C shares, which relate to election and dismissal of members of our Board of Directors and certain amendments to our Articles of Association), was exposed to variable returns from involvement with the Combined Group and had the ability to use its control to affect the amount of the Group's return.

On April 15, 2016, a new corporate structure was established, whereby TORM plc effectively acquired all of the outstanding A shares of TORM A/S (referred to herein as Danish A shares) in exchange for TORM plc's securities. A total of 97.6% of TORM A/S' shareholders exchanged their shareholdings to TORM plc, and TORM plc acquired the remaining 2.4% shares from TORM A/S' minority shareholders in a statutory squeeze-out transaction under the Danish Companies Act for a total cash consideration of approximately $19 million. In addition and in connection with the exchange of the Danish A shares, all TORM A/S warrant holders exchanged their warrants on a one-for-one basis for warrants of TORM plc. We refer to these transactions collectively as the "Exchange Offer." On April 19, 2016, upon the closing of the Exchange Offer and the listing of TORM plc's Class A common shares on Nasdaq Copenhagen, TORM plc became the Group's publicly-held parent company incorporated under the laws of England and Wales. We refer to this as the "Redomiciliation". The Redomiciliation was accounted for as an internal reorganization of entities under common control and, therefore, the assets and liabilities of TORM A/S were accounted for at their historical cost basis and not revalued in the transaction.

The Corporate Reorganization is accounted for as a capital restructuring, where the assets and liabilities of TORM A/S and its subsidiaries are accounted for at their historical cost basis and not revalued at market value.

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The consolidated financial statements for the TORM Group are presented in the legal name of TORM plc, but are a continuation of the financial statements of TORM A/S with a retroactive adjustment of the legal capital of the legal parent (TORM plc). The consolidated financial results reflect the activities for TORM A/S only for 2015 and the period from January 1, 2016 until April 15, 2016, whereas the remaining period of 2016 reflects the combined activity of TORM plc and TORM A/S.

The impact on equity of the Corporate Reorganization reflected the accumulated deficit of TORM plc at that date and by the squeeze-out transaction impact of USD 19 million.

BASIS OF PREPARATION

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

The consolidated financial statements have been prepared on a going concern basis and under the historical cost convention except where fair value accounting is specifically required by IFRS.

The functional currency is USD and the Company applies USD as presentation currency in the preparation of the consolidated financial statements.

ADOPTION OF NEW OR AMENDED IFRS

TORM has implemented the following standard amendments issued by IASB and the interpretations in the consolidated financial statements for 2016:

· Annual improvement to IFRS 2012-2014 cycle

· Amendments to IFRS 11 "Accounting for Acquisitions of Interests in Joint Operations"

· Amendments to IAS 1 "Disclosure initiative"

· Amendments to IAS 16 and IAS 38 "Clarification of Acceptable Methods of Depreciation and Amortization"

The implementation of the standard amendments and improvements had no significant impact on the Group's financial statements.

ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

IASB has issued a number of new or amended accounting standards (IFRS) and interpretations (IFRIC) that have not yet come into effect:

· Amendments to IFRS 2 "Classification and Measurement of Share-based Payment Transactions". Effective date is January 1, 2018. The Company is evaluating the impact of this standard on the financial statements.

· IFRS 9 "Financial Instruments". The standard and subsequent amendments will substantially change the classification and measurement of financial instruments and hedging requirements. Effective date is January 1, 2018. The Company is evaluating the impact of this standard on the financial statements.

· IFRS 15 "Revenue from Contracts with Customers". The standard will change the recognition pattern of revenue. However, the impact will only be visible in the implementation year. Effective date is January 1, 2018. The Company is evaluating the impact of this standard on the financial statements.  The impact on the consolidated financial statements is expected to be insignificant and less than 1% of revenue.

· IFRS 16 "Leases". The standard will change the recognition of leases. Effective date is January 1, 2019. The Company is evaluating the impact of this standard on the financial statements. The impact on the consolidated financial statements is not expected to be significant.

· Amendments to IAS 7 "Disclosure initiative". Effective date is January 1, 2017. The Company is evaluating the impact of this standard on the financial statements.

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ACCOUNTING POLICIES

Consolidation principles

The consolidated financial statements comprise the financial statements of the Parent Company, TORM plc, and entities controlled by the Company and its subsidiaries. Control is achieved when the Company:

· Has the power over the investee; and

· Is exposed, or has the right to variable returns from involvement with the investee; and

· Has the ability to use its power to affect its returns

The Company reassesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of controls listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities unilaterally. The Company considers all facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

· The size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders

· Potential voting rights held by the Company, other vote holders or other parties

· Rights arising from other contractual arrangements

· Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time when decisions need to be made, including voting pattern at previous shareholders' meetings

Entities in which the Group exercises significant but not controlling influence are regarded as associated companies and are recognized using the equity method.

Companies which are by agreement managed jointly with one or more companies and therefore are subject to joint control (joint ventures) are accounted for using the equity method.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ends when the Company loses control over the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated income statement and other comprehensive income from the date on which the Company obtains control until the date when the Company loses control over the subsidiary.

The consolidated financial statements are prepared on the basis of the financial statements of the Parent Company, its subsidiaries and the Company's share of the income statement and balance sheet of joint operations by combining items of a uniform nature and eliminating intercompany transactions, balances and shareholdings as well as realized and unrealized gains and losses on transactions between the consolidated entities. The financial statements used for consolidation purposes are prepared in accordance with the Company's accounting policies.

The consolidated financial statements following a reverse acquisition are issued under the name of the legal parent (accounting acquiree) but as a continuation of the financial statements of the legal subsidiary (accounting acquirer). The accounting acquirer's legal capital is adjusted retrospectively to reflect the legal capital of the accounting acquirer. Comparative information is adjusted accordingly.

Business combinations

Newly acquired or formed entities are recognized in the consolidated financial statements from the date of acquisition or formation. The date of acquisition is the date on which control over the entity is effectively transferred.

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Business combinations are accounted for by applying the purchase method, whereby the acquired entities' identifiable assets, liabilities and contingent liabilities are measured at fair value at the acquisition date. The tax effect of the revaluation activities is also taken into account. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the amount of that adjustment is included in the cost of the combination if the event is probable and the adjustment can be measured reliably. Costs of issuing debt or equity instruments in connection with a business combination are accounted for together with the debt or equity issuance. All other costs associated with the acquisition are expensed in the income statement.

In reverse acquisitions the purchase price of a business combination is measured as the fair value of the consideration agreed upon. The purchase price in a reverse acquisition is calculated as the fair value of the interest in the accounting acquirer that the existing shareholders of the accounting acquiree would have received, had the business combination not been a reverse acquisition.

The excess of the cost of the business combination over the fair value of the acquired assets, liabilities and contingent liabilities is recognized as goodwill under intangible assets and is tested for impairment at least once every year. Upon acquisition, goodwill is allocated to the cash generating units, which subsequently form the basis for the impairment test. If the fair value of the acquired assets, liabilities and contingent liabilities exceeds the cost of the business combination, the identification of assets and liabilities and the processes of measuring the fair value of the assets and liabilities and the cost of the business combination are reassessed. If the fair value of the business combination continues to exceed the cost, the resulting gain is recognized in the income statement.

Foreign currencies

The functional currency of all significant entities, including subsidiaries and associated companies, is United State dollars (USD), because the Company's vessels operate in international shipping markets, in which income and expenses are settled in USD, and because the Company's most significant assets and liabilities in the form of vessels and related liabilities are denominated in USD. Transactions in currencies other than the functional currency are translated into the functional currency at the transaction date. Cash, receivables and payables and other monetary items denominated in currencies other than the functional currency are translated into the functional currency at the exchange rate at the balance sheet date. Gains or losses due to differences between the exchange rate at the transaction date and the exchange rate at the settlement date or the balance sheet date are recognized in the income statement under "Financial income and expenses".

An exchange rate gain or loss relating to a non-monetary item carried at fair value is recognized in the same line as the fair value adjustment.

The reporting currency of the Company is USD. Upon recognition of entities with functional currencies other than USD, the financial statements are translated into USD. Income statement items are translated into USD at the average exchange rates for the year, whereas balance sheet items are translated at the exchange rates as of the balance sheet date. Exchange differences arising from the translation of financial statements into USD are recognized as a separate component through other comprehensive income. On the disposal of an entity, the cumulative amount of the exchange differences recognized in the separate component of equity relating to that entity is transferred to the income statement as part of the gain or loss on disposal.

Derivative financial instruments

Derivative financial instruments, primarily forward currency exchange contracts, forward freight agreements and forward contracts regarding bunker purchases, are entered to hedge future committed or anticipated transactions. TORM applies hedge accounting under the specific rules on cash flow hedges when appropriate.

Derivative financial instruments are initially recognized in the balance sheet at fair value at the date when the derivative contract is entered into and are subsequently measured at their fair value as other receivables or other liabilities, respectively.

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Changes in the fair value of derivative financial instruments, which are designated as cash flow hedges and deemed to be effective, are recognized directly in "Other comprehensive income". When the hedged transaction is recognized in the income statement, the cumulative value adjustment recognized in "Other comprehensive income" is transferred to the income statement and included in the same line as the hedged transaction. However, when the hedged transaction results in the recognition of a fixed asset, the gains and losses previously accumulated in "Other comprehensive income" are transferred from "Other comprehensive income" and included in the initial measurement of the cost of the fixed asset. Changes in the fair value of a portion of a hedge deemed to be ineffective are recognized in the income statement.

Changes in the fair value of derivative financial instruments that are not designated as hedges are recognized in the income statement. While effectively reducing cash flow risk in accordance with the Company's risk management policy, interest rate swaps with cap features and certain forward freight agreements and forward contracts regarding bunker purchases do not qualify for hedge accounting. Changes in fair value of these derivate financial instruments are therefore recognized in the income statement under "Financial income" or "Financial expenses" for interest rate swaps with cap features and under "Port expenses, bunkers and commissions" for forward freight agreements and forward bunker contracts.

Segment information

In 2014, TORM only had one segment which was the Tanker Segment. In 2015, following the Combination, TORM consisted of two business segments: The Tanker and Bulk Segments. Due to the winding down of the Bulk Segment during 2015, only the Tanker Segment remains in 2016.

The segmentation is based on the Group's internal management and reporting structure. In the Tanker Segment, the services provided primarily comprise transportation of refined oil products such as gasoline, jet fuel and naphtha.

The Group has only one geographical segment, because the Company considers the global market as a whole, and as the individual vessels are not limited to specific parts of the world. Furthermore, the internal management reporting does not provide such information. Consequently, it is not possible to provide geographical segment information on revenue from external customers or non-current segment assets.

The segment income statement comprises income and expenses which are directly attributable to the segment. Not allocated items primarily comprise assets and liabilities as well as revenues and expenses relating to the Company's administrative functions and investment activities, including cash and bank balances, interest-bearing debt, income tax, deferred tax, etc.

The accounting policies applied for the segments regarding recognition and measurement are consistent with the policies for TORM as described in this note.

Employee benefits

Wages, salaries, social security contributions, paid holiday and sick leave, bonuses and other monetary and nonmonetary benefits are recognized in the year in which the employees render the associated services. Refer to accounting policy for share-based payment as well.

Pension plans

The Group has entered into defined contribution plans only. Pension costs related to defined contribution plans are recorded in the income statement in the year to which they relate.

Leases

Agreements to charter in vessels and to lease other plant and operating equipment, for which TORM substantially has all the risks and rewards of ownership, are recognized in the balance sheet as finance leases. Lease assets are measured at the lower of fair value and the present value of minimum lease payments determined in the leases.

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For the purpose of calculating the present value, the interest rate implicit in the lease or an incremental borrowing rate is used as discount factor. The lease assets are depreciated and written down under the same accounting policy as the vessels owned by the Company or over the lease period depending on the lease terms.

The corresponding lease obligation is recognized as a liability in the balance sheet, and the interest element of the lease payment is charged to the income statement as incurred.

Other charter agreements concerning vessels and other leases are classified as operating leases, and lease payments are charged to the income statement on a straight-line basis over the lease term. The obligation for the remaining lease term is disclosed in the notes to the financial statements.

Agreements to charter out vessels, for which substantially all the risks and rewards of ownership are transferred to the lessee are classified as finance leases, and an amount equal to the net investment in the lease is recognized and presented in the balance sheet as a receivable. The carrying amount of the vessel is derecognized, and any gain or loss on disposal is recognized in the income statement. Other agreements to charter out vessels are classified as operating leases, and lease income is recognized in the income statement on a straight-line basis over the lease term.

INCOME STATEMENT

Revenue

Income is recognized in the income statement when:

· The income generating activities have been carried out on the basis of a binding agreement

· The income can be measured reliably

· It is probable that the economic benefits associated with the transaction will flow to the Company

· Costs relating to the transaction can be measured reliably

Revenue comprises freight, charter hire and demurrage revenues from the vessels and gains and losses on forward freight agreements designated as hedges. Revenue is recognized when it meets the general criteria mentioned above, and when the stage of completion can be measured reliably. Accordingly, freight, charter hire and demurrage revenue are recognized at selling price upon delivery of the service as per the charter parties concluded.

Cross-over voyages

Revenue is recognized upon delivery of services in accordance with the terms and conditions of the charter parties. For cross-over voyages (voyages in progress at the end of a reporting period), the uncertainty and the dependence on estimates are greater than for finalized voyages. The Company recognizes a percentage of the estimated revenue for the voyage equal to the percentage of the estimated duration of the voyage completed at the balance sheet date. The estimate of revenue is based on the expected duration and destination of the voyage. Voyage expenses are recognized as incurred.

When recognizing revenue, there is a risk that the actual number of days it takes to complete the voyage will differ from the estimate, and for time charter parties a lower day rate may have been agreed for additional days. The contract for a single voyage may state several alternative destination ports. The destination port may change during the voyage, and the rate may vary depending on the destination port. Changes to the estimated duration of the voyage as well as changing destinations and weather conditions will affect the voyage expenses.

Demurrage revenue

Freight contracts contain conditions regarding the amount of time available for loading and discharging of the vessel. If these conditions are breached, TORM is compensated for the additional time incurred in the form of demurrage revenue. Demurrage revenue is recognized upon delivery of services in accordance with the terms and conditions of the charter parties. Upon completion of the voyage, the Company assesses the time spent in port, and a demurrage claim based on the relevant contractual conditions is submitted to the charterers. The claim will often be met by counterclaims due to differences in the interpretation of the agreement compared to the actual circumstances of the additional time used. Based on previous experience, 95% of the demurrage claim submitted is recognized as demurrage revenue upon initial recognition. The Company receives the demurrage payment upon reaching final agreement on the amount, which on average is approximately 100 days after the original demurrage claim was submitted.  Any adjustments to the final agreement is recognized as demurrage revenue.

F-24

Port expenses, bunkers and commissions

Port expenses, bunker fuel consumption and commissions are recognized as incurred. Gains and losses on forward bunker contracts designated as hedges and write-down and provisions for losses on freight receivables are included in this line.

Freight and bunker derivatives

Freight and bunker derivatives comprise fair value adjustments and gains and losses on forward freight agreements, forward bunker contracts and other derivative financial instruments directly relating to shipping activities which are not designated as hedges. The freight and bunker derivatives that qualify for hedge accounting are recognized in Revenue and Port expense, bunkers and commissions respectively, as the hedging instrument is realized.

Charter hire

Charter hire comprises expenses related to the chartering in of vessels under operating leases which have been incurred in order to achieve the net revenue for the year.

Operating expenses

Operating expenses, which comprise crew expenses, repair and maintenance expenses and tonnage duty, are expensed as incurred.

Administrative expenses

Administrative expenses, which comprise administrative staff costs, management costs, office expenses and other expenses relating to administration, are expensed as incurred.

Other operating expenses

Other operating expenses primarily comprise chartering commissions and management fees paid to commercial and technical managers for managing the fleet and to a lesser extent profits and losses deriving from the disposal of other plant and operating equipment.

Depreciation and impairment losses

Depreciation and impairment losses comprise depreciation of tangible fixed assets for the year as well as the write-down of the value of assets by the amount by which the carrying amount of the asset exceeds its recoverable amount. In the event of indication of impairment, the carrying amount is assessed, and the value of the asset is written down to its recoverable amount equal to the higher of value in use based on net present value of future earnings from the assets and its fair value less cost to sell.

Financial income

Financial income comprises interest income, realized and unrealized exchange rate gains relating to transactions in currencies other than the functional currency, realized gains from other equity investments and securities, unrealized gains from securities, dividends received and other financial income including value adjustments of certain financial instruments not accounted for as hedges of future transactions.

Interest is recognized in accordance with the accrual basis of accounting taking into account the effective interest rate. Dividends from other investments are recognized when the right to receive payment has been decided, which is typically when the dividend has been declared and can be received without conditions.

F-25

Financial expenses

Financial expenses comprise interest expenses, financing costs of finance leases, realized and unrealized exchange rate losses relating to transactions in currencies other than the functional currency, realized losses from other equity investments and securities, unrealized losses from securities and other financial expenses including value adjustments of certain financial instruments not accounted for as hedges of future transactions.

Interest is recognized in accordance with the accrual basis of accounting taking into account the effective interest rate.

Tax

Tax expenses comprise the expected tax including tonnage tax on the taxable income for the year for the Group, adjustments relating to previous years and the change in deferred tax for the year. However, tax relating to items in other comprehensive income is recognized directly in the statement of other comprehensive income.

BALANCE SHEET

Goodwill

Goodwill is measured as the excess of the cost of the business combination over the fair value of the acquired assets, liabilities and contingent liabilities and is recognized as an asset under intangible assets. Goodwill is not amortized as it is considered to have an indefinite useful life, but the recoverable amount of goodwill is assessed at least once a year. For impairment testing purposes, goodwill is on initial recognition allocated to the cash generating unit expected to benefit from the synergies of the combination. If the recoverable amount of the cash generating unit is less than the carrying amount of the unit, the impairment loss is first allocated to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss for goodwill is not reversed in a subsequent period.

Vessels

Vessels are measured at cost less accumulated depreciation and accumulated impairment losses. Cost comprises acquisition cost and costs directly related to the acquisition up until the time when the asset is ready for use, including interest expenses incurred during the period of construction based on the loans obtained for the vessels. All major components of vessels except for dry-docking costs are depreciated on a straight-line basis to the estimated residual value over their estimated useful lives, which TORM estimates to be 25 years. The Company considers that a 25-year depreciable life is consistent with what is used by other shipowners with comparable tonnage. Depreciation is based on cost less the estimated residual value. Residual value is estimated as the lightweight tonnage of each vessel multiplied by scrap value per ton. The useful life and the residual value of the vessels are reviewed at least at each financial year-end based on market conditions, regulatory requirements and the Company's business plans.

The Company also evaluates the carrying amounts to determine if events have occurred that indicate impairment and would require a modification of the carrying amounts. Prepayment on vessels is measured at costs incurred.

Dry-docking

Approximately every 30 and 60 months, depending on the nature of work and regulatory requirements, the vessels are required to undergo planned dry-dockings for replacement of certain components, major repairs and maintenance of other components, which cannot be carried out while the vessels are operating. These dry-docking costs are capitalized and depreciated on a straight-line basis over the estimated period until the next dry-docking. The residual value of such components is estimated at nil. The useful life of the dry-docking costs is reviewed at least at each financial year-end based on market conditions, regulatory requirements and TORM's business plans.

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A portion of the cost of acquiring a new vessel is allocated to the components expected to be replaced or refurbished at the next dry-docking. Depreciation hereof is carried over the period until the next dry-docking. For newbuildings, the initial dry-docking asset is estimated based on the expected costs related to the first-coming dry-docking, which again is based on experience and past history of similar vessels. For second-hand vessels, a dry-docking asset is also segregated and capitalized separately, taking into account the normal docking intervals of the vessels.

At subsequent dry-dockings, the costs comprise the actual costs incurred at the dry-docking yard. Dry-docking costs may include the cost of hiring crews to carry out replacements and repairs, the cost of parts and materials used, cost of travel, lodging and supervision by Company personnel as well as the cost of hiring third-party personnel to oversee a dry-docking. Dry-docking activities include, but are not limited to, the inspection, service on turbocharger, replacement of shaft seals, service on boiler, replacement of hull anodes, applying of anti-fouling and hull paint, steel repairs and refurbishment and replacement of other parts of the vessel.

Other plant and operating equipment

Operating equipment is measured at cost less accumulated depreciation. Computer equipment is depreciated on a straight-line basis over three years, and other operating equipment is depreciated on a straight-line basis over five years.

Leasehold improvements are measured at cost less accumulated amortization and impairment losses, and leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease and the estimated useful life. Cost comprises acquisition cost and costs directly related to the acquisition up until the time when the asset is ready for use.

Investments in joint ventures

Investments in joint ventures comprise investments in companies which by agreement are managed jointly with one or more companies and therefore subject to joint control and in which the parties have rights to the net assets of the joint venture. Joint ventures are accounted for using the equity method. Under the equity method, the investment in joint ventures is initially recognized at cost and thereafter adjusted to recognize TORM's share of the profit or loss in the joint venture. When TORM's share of losses in a joint venture exceeds the investment in the joint venture, TORM discontinues recognizing its share of further losses. Additional losses are recognized only to the extent that TORM has incurred legal or constructive obligations or made payments on behalf of the joint venture.

Financial assets

Financial assets are initially recognized at the settlement date at fair value plus transaction costs, except for financial assets at fair value through profit or loss, which are recognized at fair value. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred.

Financial assets are classified as:

· Financial assets at fair value through profit or loss

· Loans and receivables

· Available-for-sale financial assets

Other investments

Other investments comprise shares in other companies and are classified as available-for-sale. Listed shares are measured at the market value at the balance sheet date, and unlisted shares are measured at estimated fair value. Unrealized gains and losses resulting from changes in fair value of shares are recognized in "Other comprehensive income". Realized gains and losses resulting from sales of shares are recognized as financial items in the income statement. The cumulative value adjustment recognized in "Other comprehensive income" is transferred to the income statement when the shares are sold. Dividends on shares in other companies are recognized as financial income in the period in which they are declared.

Other investments are presented as non-current, unless Management intends to dispose of the investments within 12 months from the balance sheet date.

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Receivables

Outstanding freight receivables and other receivables that are expected to be realized within 12 months from the balance sheet date are classified as loans and receivables and presented as current assets. Receivables are measured at the lower of amortized cost and net realizable values, which corresponds to nominal value less provision for bad debts. Derivative financial instruments included in other receivables are measured at fair value.

Impairment of assets

Non-current assets are reviewed quarterly to determine any indication of impairment due to a significant decline in either the assets' market value or in the cash flows generated by the assets. In case of such indication, the recoverable amount of the asset is estimated as the higher of the asset's fair value less costs to sell and its value in use. The value in use is the present value of the future cash flows expected to derive from a cash generating unit, utilizing a pre-tax discount rate that reflects current market estimates of the time value of money and the risks specific to the unit for which the estimates of future cash flows have not been adjusted. If the recoverable amount is less than the carrying amount of the cash generating unit, the carrying amount is reduced to the recoverable amount. The impairment loss is recognized immediately in the income statement. Where an impairment loss subsequently reverses, the carrying amount of the cash generating unit is increased to the revised estimate of the recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized in prior years.

For the purpose of assessing impairment, assets including goodwill and time charter and bareboat contracts are grouped at the lowest levels at which goodwill is monitored for internal management purposes. The two cash generating units of the Company are the Tanker Segment and the Bulk Segment. In 2016 there was only one cash generating unit since the Bulk segment was wound down in 2015.

Bunkers

Bunkers and luboil are stated at the lower of cost and net realizable value. Cost is determined using the FIFO method and includes expenditures incurred in acquiring the bunkers and luboil and delivery cost less discounts.

Treasury shares

Treasury shares are recognized as a separate component of equity at cost. Upon subsequent disposal of treasury shares, any consideration is also recognized directly in equity.

Share-based payments

The Group makes equity settled share-based payments to certain employees, which are measured at fair value at the date of grant and expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest. The fair value of the share schemes is calculated using the Black Scholes method at grant date.

Dividend

Dividend is recognized as a liability at the time of declaration at the Annual General Meeting. Dividend proposed for the year is moved from "Retained profit" and presented as a separate component of equity.

Provisions

Provisions are recognized when the Company has a legal or constructive obligation as a result of past events, and when it is probable that this will lead to an outflow of resources that can be reliably estimated. Provisions are measured at the estimated liability that is expected to arise, taking into account the time value of money.

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Deferred tax

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. In addition, the deferred tax also constitutes the reserve in relation to the transition balance in connection with the Danish tonnage tax scheme.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realized, based on the laws that have been enacted by the reporting day. The deferred tax is charged through the income statement except when it relates to other comprehensive income items.

Mortgage debt and bank loans

At the time of borrowing, mortgage debt and bank loans are measured at fair value less transaction costs. Mortgage debt and bank loans are subsequently measured at amortized cost. This means that the difference between the net proceeds at the time of borrowing and the nominal amount of the loan is recognized in the income statement as a financial expense over the term of the loan applying the effective interest method.

When terms of existing financial liabilities are renegotiated, or other changes regarding the effective interest rate occur, TORM performs a test to evaluate whether the new terms are substantially different from the original terms. If the new terms are substantially different from the original terms, TORM accounts for the change as an extinguishment of the original financial liability and the recognition of a new financial liability. TORM considers the new terms to be substantially different from the original terms if the present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability.

Other liabilities

Other liabilities are generally measured at amortized cost. Derivative financial instruments included in other liabilities are measured at fair value.

CASH FLOW STATEMENT

The cash flow statement shows the Company's cash flows and cash and cash equivalents at the beginning and the end of the period.

Cash flow from operating activities is presented using the indirect method and is based on net operating profit/(loss) for the year adjusted for tax, financial income and expenses, net profit/(loss) from sale of vessels, non-cash operating items, changes in working capital, income tax paid, dividends received and interest paid/received.

Cash flow from investing activities comprises the purchase and sale of tangible fixed assets and financial assets as well as cash from business combinations.

Cash flow from financing activities comprises changes in long-term debt, bank loans, finance lease liabilities, purchases or sales of treasury shares and dividend paid to shareholders.

Cash and cash equivalents comprise cash at bank and in hand including restricted cash and cash equivalents. Other investments are classified as investment activities.

EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the consolidated net operation profit/(loss) for the year available to common shareholders by the weighted average number of common shares outstanding during the period. Treasury shares are not included in the calculation. Purchases and sales of treasury shares during the period are weighted based on the remaining period.

F-29

Diluted earnings per share is calculated by adjusting the consolidated profit or loss available to common shareholders and the weighted average number of common shares outstanding for the effects of all potentially dilutive shares. Such potentially dilutive common shares are excluded when the effect of including them would be to increase earnings per share or reduce a loss per share.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of financial statements in accordance with IFRS requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are affected by the way TORM applies its accounting policies. An accounting estimate is considered critical if the estimate requires Management to make assumptions about matters subject to significant uncertainty, if different estimates could reasonably have been used, or if changes in the estimate that would have a material impact on the Company's financial position or results of operations are reasonably likely to occur from period to period. Management believes that the accounting estimates applied are appropriate and the resulting balances are reasonable. However, actual results could differ from the original estimates requiring adjustments to these balances in future periods.

Management believes that the following are the significant accounting estimates and judgments used in the preparation of the consolidated financial statements:

ACCOUNTING ESTIMATES

Carrying amounts of vessels

The Company evaluates the carrying amounts of the vessels (including newbuildings) to determine if events have occurred that would require a modification of their carrying amounts. The valuation of vessels is reviewed based on events and changes in circumstances that would indicate that the carrying amount of the assets might not be recovered. In assessing the recoverability of the vessels, the Company reviews certain indicators of potential impairment such as reported sale and purchase prices, market demand and general market conditions. Furthermore, market valuations from leading, independent and internationally recognized shipbrokers are obtained on a quarterly basis as part of the review for potential impairment indicators. If an indication of impairment is identified, the need for recognizing an impairment loss is assessed by comparing the carrying amount of the vessels to the higher of the fair value less cost to sell and the value in use.

The review for potential impairment indicators and projection of future discounted cash flows related to the vessels is complex and requires the Company to make various estimates including future freight rates, utilization, earnings from the vessels, future operating and capital expenditure and discount rates. For more information on key assumptions and related sensitivities, please refer to note 8 in these financial statements. All these factors have been historically volatile. The carrying amounts of TORM's vessels may not represent their fair market value at any point in time as market prices of second-hand vessels to a certain degree tend to fluctuate with changes in charter rates and the cost of newbuildings. However, if the estimated future cash flow or related assumptions in the future experience change, an impairment write-down of vessels may be required.

JUDGEMENTS

Reverse acquisition

TORM's Restructuring was completed on July 13, 2015 and included inter alia a contribution by OCM Njord Holdings S.à r.l. ("Njord Luxco") of Njord to TORM in exchange for a controlling interest in TORM. The transaction is described in detail in note 27. Management has concluded that the contribution should be accounted for as a reverse acquisition according to IFRS 3 (Revised 2008) – Business Combinations ("IFRS 3"), i.e. Njord is the acquirer and Former TORM is the acquiree. Management's most significant judgements applying to the accounting policies relate to:

· Identification of the acquirer

· Calculation of consideration

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Identification of the acquirer

IFRS 3 requires that the determination of the acquirer shall be determined based on the guidance in IFRS 10 – "Consolidated Financial Statements", which means that the acquirer will be the entity that obtains control over the acquiree. The acquirer in a business combination will therefore most often be the entity (Former TORM A/S) legally acquiring the other (Njord) in exchange for cash, other assets or in exchange for issuing its equity interests. However, IFRS 3 states that in some cases the accounting acquirer can be the entity that is legally being acquired, i.e. Njord. The latter is typically the case when the former shareholder (Njord Luxco) of the entity whose shares are being acquired (Njord) owns the majority of shares and controls the majority of votes in the combined entity (TORM) after the transaction.

Following the transaction, Njord Luxco had control with the majority of the share capital and associated votes of Former TORM A/S, which led Management to conclude that the transaction is to be accounted for as a reverse acquisition, i.e. as if Former TORM A/S has been acquired by Njord rather than Former TORM A/S acquiring Njord.

Calculation of consideration

Based on the provision of IFRS 3, Njord's purchase price for a controlling interest in Former TORM A/S is calculated as the fair value of the interest in Njord that the existing shareholders and warrant holders in Former TORM A/S would have received, had the business combination of Former TORM A/S and Njord not been a reverse acquisition. As the issued shares of Former TORM A/S were publicly traded, Management considered whether the fair value of Former TORM A/S would have been a more reliable measure of the consideration. Management believed that the fair value of the interest in Njord that would have been issued represented the fair value of the consideration more reliably than the share price of Former TORM A/S. The share price of Former TORM A/S was very volatile during the period before the Restructuring due to the significant uncertainty about Former TORM A/S' future as an independent group.

NOTE 2 – LIQUIDITY, CAPITAL RESOURCES AND SUBSEQUENT EVENTS

Liquidity and capital resources

As of December 31, 2016, TORM's cash position totaled $76 million (2015: $168 million, 2014: $38 million) and undrawn credit facilities amounted to $190 million (2015: $75 million, 2014: $0 million). The undrawn credit facilities consisted of a $75 million Working Capital Facility and in 2016 an additional bilateral $115 million facility with China Export-Import Bank. TORM had four (2015: seven, 2014: six) newbuildings on order for delivery in 2016-2018. The total outstanding CAPEX related to these newbuildings was $149 million (2015: $224 million, 2014: $171 million), and is mainly financed by the undrawn $115 million China Export-Import Bank facility.

TORM has a Term Facility I of $470 million and an undrawn Working Capital Facility of $75 million both with maturity in 2021. In addition, a finance lease liability with a purchase obligation of JPY: 1.5 billion (2016: $13.6 million, 2015: $12.8 million, 2014: $1 million) expiring in 2017 was acquired as part of the reverse acquisition. In addition to the Term Facility I and the Working Capital Facility, TORM also had bilateral loan agreements with Danish Ship Finance of $202 million in total at the end of 2016. As of December 31, 2016, the scheduled minimum payments on mortgage debt and bank loans in 2017 were $75 million.

TORM's bank debt facilities include financial covenants related to:

· Minimum liquidity including committed credit lines

· Minimum cash

· Loan-to-value

· Equity ratio

During 2014, 2015 and 2016, TORM did not have any covenant breaches.

F-31

SUBSEQUENT EVENTS THROUGH SEPTEMBER 5, 2017

On January 6, 2017, TORM plc signed a syndicated financing agreement with Danske Bank, ABN AMRO, DVB and ING with collateral in nine MR vessels. The available facility was fully utilized on January 27, 2017 when TORM plc drew $126 million on the facility, which matures on March 31, 2022. The main conditions of this financing agreement are in line with the Company's existing loan agreements.

On January 12, 2017, the Board of Directors granted certain employees (the "Participants") Restricted Share Units ("RSU") in the form of restricted stock options. The Board of Directors of TORM has granted the Participants a total of 866,617 RSUs and, subject to vesting, each RSU entitles the holder to acquire one TORM A share. The RSUs will vest over a three-year period, with one third of the grant amount vesting at each anniversary during the three-year period. The exercise price for each TORM A share is DKK 93.6.

The theoretical market value of the RSU allocation is calculated at $1.0 million based on the Black-Scholes model.

In March and April 2017, the Company entered an agreement to sell and lease back three vessels, TORM Helene, TORM Mary and TORM Vita. The Company's liquidity increased by $9.8 million following repayment of debt.

During the first quarter of 2017, we sold TORM Anne (built in 1999), in the second quarter of 2017, we sold TORM Madison and TORM Trinity (both built in 2000) and in the third quarter of 2017 we sold TORM Fox (built in 2005). We sold these four vessels for aggregate proceeds of $32 million and we have delivered the first three vessels to their respective buyers and expect to deliver the last vessel in the third quarter of 2017.

In July and August 2017, TORM has completed two transactions to purchase a total of six MR resale vessels. The first transaction includes four MR resale vessels with expected delivery in 2019. TORM has received firm commitment from Danish Ship Finance to finance the four vessels with 65% of the purchase price. The transaction includes an option to purchase up to four additional MR vessels with expected delivery in late 2019. The second transaction includes two MR resale vessels for delivery in the third quarter of 2017.

The events described in the sections above are deemed to have no material impact on the financial statements for 2016.

Approval of financial statements

The financial statements were approved by the Board of Directors and authorized on September 5, 2017.

F-32

NOTE 3 – CONSOLIDATED SEGMENT INFORMATION

	For the year ended December 31, 2016
(USD million)	Tanker segment			Bulk segment		Total allocated			Not allocated			Total
INCOME STATEMENT
Revenue		680.1			-		680.1			-			680.1
Port expenses, bunkers and commissions		(221.9	)		-		(221.9	)		-			(221.9	)
Charter hire		(21.5	)		-		(21.5	)		-			(21.5	)
Operating expenses		(195.2	)		-		(195.2	)		-			(195.2	)
Adjusted gross profit (Net earnings from shipping activities)		241.5			-		241.5			-			241.5
Administrative expenses		-			-		-			(41.4	)		(41.4	)
Other operating expenses		-			-		-			(0.3	)		(0.3	)
Share profit/(loss) from joint ventures		-			-		-			0.2			0.2
Impairment losses on tangible and intangible assets		(185.0	)		-		(185.0	)		-			(185.0	)
Depreciation		(122.2	)		-		(122.2	)		-			(122.2	)
Operating profit/(loss)		(65.7	)		-		(65.7	)		(41.5	)		(107.2	)
Financial income		-			-		-			2.8			2.8
Financial expenses		-			-		-			(37.3	)		(37.3	)
Profit/(loss) before tax		(65.7	)		-		(65.7	)		(76.0	)		(141.7	)
Tax		-			-		-			(0.8	)		(0.8	)
Net profit/(loss) for the year		(65.7	)		-		(65.7	)		(76.8	)		(142.5	)

	For the year ended December 31, 2015
(USD million)	Tanker segment			Bulk segment			Total allocated			Not allocated			Total
INCOME STATEMENT
Revenue		538.7			1.7			540.4			-			540.4
Port expenses, bunkers and commissions		(169.2	)		(0.4	)		(169.6	)		-			(169.6	)
Charter hire		(11.1	)		(0.9	)		(12.0	)		-			(12.0	)
Operating expenses		(121.7	)		(1.2	)		(122.9	)		-			(122.9	)
Adjusted gross profit (Net earnings from shipping activities)		236.7			(0.8	)		235.9			-			235.9
Administrative expenses		-			-			-			(19.5	)		(19.5	)
Other operating expenses		-			-			-			(6.3	)		(6.3	)
Share profit/(loss) from joint ventures		-			-			-			0.2			0.2
Impairment losses on tangible and intangible assets		-			-			-			-			-
Depreciation		(67.1	)		(0.2	)		(67.3	)		-			(67.3	)
Operating profit/(loss)		169.6			(1.0	)		168.6			(25.6	)		143.0
Financial income		-			-			-			0.9			0.9
Financial expenses		-			-			-			(16.9	)		(16.9	)
Profit/(loss) before tax		169.6			(1.0	)		168.6			(41.6	)		127.0
Tax		-			-			-			(1.0	)		(1.0	)
Net profit/(loss) for the year		169.6			(1.0	)		168.6			(42.6	)		126.0
	For the year ended December 31, 2014
(USD million)	Tanker segment			Bulk segment			Total allocated			Not allocated			Total
INCOME STATEMENT
Revenue		179.9			-			179.9			-			179.9
Port expenses, bunkers and commissions		(81.2	)		-			(81.2	)		-			(81.2	)
Charter hire		-			-			-			-			-
Operating expenses		(50.3	)		-			(50.3	)		-			(50.3	)
Adjusted gross profit (Net earnings from shipping activities)		48.4			-			48.4			-			48.4
Administrative expenses		-			-			-			(1.0	)		(1.0	)
Other operating expenses		-			-			-			(6.5	)		(6.5	)
Share profit/(loss) from joint ventures		-			-			-			-			-
Impairment losses on tangible and intangible assets		-			-			-			-			-
Depreciation		(24.7	)		-			(24.7	)		-			(24.7	)
Operating profit/(loss)		23.7			-			23.7			(7.5	)		16.2
Financial income		-			-			-			-			-
Financial expenses		-			-			-			(3.6	)		(3.6	)
Profit/(loss) before tax		23.7			-			23.7			(11.1	)		12.6
Tax		-			-			-			-			-
Net profit/(loss) for the year		23.7			-			23.7			(11.1	)		12.6

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In 2014, TORM only had one segment which was the Tanker Segment. In 2015, TORM consisted of two segments: The Tanker and Bulk Segments. TORM purchased and operated two bulk vessels during 2015 (as a result of the Combination) but sold them before year end. Due to the winding down of the Bulk Segment in 2015, only the Tanker Segment remains in 2016.

As the Company considers the global market as a whole, and as the individual vessels are not limited to specific parts of the world, the Group has only one geographical segment.

During 2015, there have been no transactions between the Tanker and the Bulk Segments, and therefore all revenue derives from external customers.

In the Tanker Segment, a major part of the Company's freight revenue is concentrated on a small group of customers. In 2016, one (2015: one, 2014: one) customer in the Tanker Segment accounted for more than 10% of the total freight revenue of the Company. The customer accounted for $86.1 million (2015: $68.2 million, 2014: $22.9 million) of the total freight revenue.

NOTE 4 – STAFF COSTS

	For the year ended December 31,
(USD million)	2016		2015		2014
Total staff costs
Staff costs included in operating expenses		15.7		9.7		-
Staff costs included in administrative expenses		31.0		14.2		-
Total		46.7		23.9		-
Staff costs comprise the following
Wages and salaries		38.1		22.4		-
Share-based compensation		2.0		-		-
Pension costs		3.6		1.4		-
Other social security costs		0.4		0.1		-
Other staff costs		2.6		-
Total		46.7		23.9		-

Employee information

The majority of the staff on vessels are not employed by TORM. Staff costs included in operating expenses relates to the 137 seafarers. The average number of employees is calculated as a full-time equivalent (FTE). The member of our Executive Management is, in the event of termination by the Company, entitled to a severance payment of up to 12 months' salary.

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Hereof remuneration to the Board of Directors and salaries to the Management

	Board and Committee Remuneration, Short term
(USD thousands)	2016		2015 (4)		2014
Board of directors
Cheam Directors Limited (1)		-		3		3
Christopher H. Boehringer		237		88		-
Kari Millum Gardarnar (2)(3)		-		31		-
Rasmus Johannes Hoffmann (2)( 3)		-		29		-
Flemming Ipsen (2)		-		38		-
Olivier Dubois (2)		-		17		-
Alexander Green (2)		-		19		-
Jon Syvertsen (2)		-		19		-
David Weinstein		131		48		-
Torben Janholt		131		48		-
Göran Trapp		158		58		-
Jeffery Stein (2)( 3)		-		7		-
Total		657		405		3

(1) Former member of the Board of Directors of Njord. Left the Board of Directors due to the reverse acquisition on July 13, 2015.

(2) Former member of the Board of Directors of Former TORM A/S. Resigned on August 25, 2015.

(3) Took up position as Board Observer of TORM plc.

(4) The 2015 figures represent amounts earned subsequent to the Restructuring on July 13, 2015.

Executive Management

	Short-term benefits
(USD thousands)	Salary		Taxable benefits		Annual performance bonus		EBIDA-bonus		Transaction bonus		Total
Jacob Meldgaard
2014, TORM A/S*		-		-		-		-		-		-
2015, TORM A/S*		362		19		144		-		345		870
2016, TORM A/S*		834		42		-		-		-		876
2016, TORM plc*		39		-		-		-		-		39

*Paid by legal entity as noted

LTIP element of Jacob Meldgaard's remuneration package
(USD thousands)	RSU LTIP grant	Exercise price per share	RSU grant value assuming 100% vesting
Jacob Meldgaard	1,276,725	DKK 96.3	USD 3.4 million

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Long-Term Incentive Plan – RSUs granted in 2016:

TORM has in accordance with its remuneration policy granted the Executive Director a number of Restricted Share Units ("RSU"). There are no performance conditions associated with this grant of RSUs.

The RSUs granted to the Executive Director will vest over a five-year period, with one fifth of the grant amount vesting at each anniversary during the five-year period. The total value of the RSU allocation is calculated based on the Black-Scholes model and is included in the overall cost estimate for the Company's Long-Term Incentive Program.

The total number of securities granted was 1,276,725 (assuming 100% vesting).

The value of the grant, $3.4 million, is based on the Black- Scholes model and a market value of one TORM A share of DKK 84.05 (the closing price on January 15, 2016 and assuming 100% vesting).

Long-term employee benefit obligations to the Company's key personnel

The obligation comprises an obligation under incentive programs to deliver Restricted Share Units ("RSUs") in TORM plc at a determinable price to the Company's key personnel. The RSUs granted entitles the holder to acquire one TORM A share.

The program was established during 2016 and comprises the following number of shares in TORM plc:

(Thousands)	2016
Outstanding January 1		-
Granted during the period		2,127.4
Exercised during the period		-
Expired during the period		-
Forfeited during the period		-
Outstanding December 31		2,127.4
Exercisable December 31		538.9

The vesting period of the program is three years for key employees and five years for the Executive Director. The exercise price is set to DKK 96.3. The exercise period is six months after the vesting date. The fair value of the options granted in 2016 was determined using the Black-Scholes valuation model and is not material.

NOTE 5 – ADMINISTRATIVE EXPENSES

	For the year ended December 31,
Remuneration to the auditors appointed at the Annual General Meeting	2016		2015		2014
(USD million)
Audit fees		0.4		0.2		0.1
Audit related fees		0.1		0.1		0.0
Tax fees		0.3		0.5		0.1
All other fees		0.7		1.3		0.0
Total		1.5		2.1		0.2

F-36

NOTE 6 – INTANGIBLE ASSETS

	For the year ended December 31,
Goodwill	2016		2015		2014
Costs:
Balance as of January 1		11.4		-		-
Additions		-		11.4		-
Balance as of December 31		11.4		11.4		-
Impairment losses:
Balance as of January 1		-		-		-
Impairment losses for the year		11.4		-		-
Balance as of December 31		11.4		-		-
Carrying amount as of December 31		-		11.4		-

Goodwill is related to the reverse acquisition of TORM A/S in 2015 and has been allocated to the Tanker Segment.

Refer to note 8 for information on impairment testing of goodwill.

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NOTE 7 - TANGIBLE FIXED ASSETS

	Vessels and Capitalized dry-docking			Pre-payments			Other plant and operating equipment			Total
(USD million)
Cost:
Balance as of January 1, 2014		186.8			-			-			186.8
Additions		343.3			34.7			-			378.0
Balance as of December 31, 2014		530.1			34.7			-			564.8
Depreciation:
Balance as of January 1, 2014		3.2			-			-			3.2
Depreciation for the year		24.7			-			-			24.7
Balance as of December 31, 2014		27.9			-			-			27.9
Carrying amount as of December 31, 2014		502.2			34.7			-			536.9
Of which finance leases		-			-			-			-
Cost:
Balance as of January 1, 2015		530.1			34.7			-			564.8
Additions		112.0			142.5			0.9			255.4
Additions from business combinations		857.4			-			2.5			859.9
Disposals		(18.6	)		-			(0.2	)		(18.8	)
Transferred to vessels/from prepayments		104.6			(104.6	)		-			-
Transferred to assets held-for-sale*		(18.0	)		-			-			(18.0	)
Balance as of December 31, 2015		1,567.5			72.6			3.2			1,643.3
Depreciation:
Balance as of January 1, 2015		27.9			-			-			27.9
Disposals		(18.6	)		-			(0.1	)		(18.7	)
Depreciation for the year		66.5			-			0.8			67.3
Transferred to assets held-for-sale*		(0.3	)		-			-			(0.3	)
Balance as of December 31, 2015		75.5			-			0.7			76.2
Carrying amount as of December 31, 2015		1,492.0			72.6			2.5			1,567.1
Of which finance leases		13.1			-			-			13.1
Cost:
Balance as of January 1, 2016		1,567.5			72.6			3.2			1,643.3
Additions		40.8			76.9			1.1			118.8
Disposals		(16.3	)		-			(1.6	)		(17.9	)
Transferred to vessels/from prepayments		105.4			(105.4	)		-			-
Balance as of December 31, 2016		1,697.4			44.1			2.7			1,744.2
Depreciation:
Balance as of January 1, 2016		75.5			-			0.7			76.2
Disposals		(15.9	)		-			(1.6	)		(17.5	)
Depreciation for the year		120.4			-			1.8			122.2
Balance as of December 31, 2016		180.0			-			0.9			180.9
Impairment:
Balance as of January 1, 2016		-			-			-			-
Impairment losses on tangible fixed assets		173.6			-			-			173.6
Balance as of December 31, 2016		173.6			-			-			173.6
Carrying amount as of December 31, 2016		1,343.8			44.1			1.8			1,389.7
Of which finance leases		12.4			-			-			12.4

* Items transferred to assets held-for sale during the year were subsequently sold during the same year.

Included in the carrying amount for "Vessels and capitalized dry-docking" are capitalized dry-docking costs in the amount of $80.4 million (2015: $81.7 million, 2014: $17.3 million).

For information on assets used as collateral security, refer to note 16.

The depreciation expense related to "Other plant and operating equipment" of $1.8 million relates to "Administrative expense" (2015: $0.9 million, 2014: $0 million).

Depreciation and impairment losses on tangible fixed assets on "Vessels" and "Prepayments" relates to "Operating expenses".

Refer to note 8 for information on impairment testing.

F-38

NOTE 8 – IMPAIRMENT TESTING

For the year ended December 31, 2016

As of December 31, 2016, Management performed an impairment test of the recoverable amount of significant assets including goodwill within the cash-generating unit — the Tanker Segment.

As of December 31, 2016, the recoverable amount of the Tanker Segment was based on the value in use.

Based on this test, Management concluded that the assets within the Tanker Segment were impaired by $185 million, as the carrying amount exceeded the value in use. The impairment, which was primarily due to the significant fall in expected freight rates during the year, was recognized in the profit and loss in "impairment losses on tangible and intangible assets".

The assessment of the value in use of the Tanker Segment was based on the present value of the expected future cash flows. The overall methodology used for calculating the value in use is unchanged compared to prior years. Accordingly the freight rate estimates in the period 2017-2019 are based on the Company's business plans. Beyond 2019, the freight rates are based on the 10-year historical average market rates, amended to reduce strong rates in 2007 and also adjusted for inflation.

The discount rate is based on a Weighted Average Cost of Capital (WACC) of 8.8% as of December 31, 2016 (2015: 8.3%). WACC is calculated by using a standard WACC model in which cost of equity, cost of debt and capital structure are the key parameters.

As of December 31, 2016, the amended 10-year historical average spot freight rates are as follows:

· LR2 USD/day 20,176 (2015: USD/day 21,975)

· LR1 USD/day 17,124 (2015: USD/day 18,900)

· MR USD/day 15,118 (2015: USD/day 16,948)

· Handysize USD/day 15,203 (2015: USD/day 17,868)

Operating expenses and administrative expenses are estimated based on TORM's business plans for the years 2017-2019. Beyond 2019, operating expenses and administrative expenses are adjusted for 2% inflation.

The product tankers are expected to generate normal income for 25 years. Given the current age profile of the tanker fleet, the average remaining life would be approximately 14 years.

The inflation rate is based on the US Federal Reserve and European Central Bank (ECB) inflation target over the medium term and is set to 2%.

Management believes that these major assumptions are reasonable.

The calculation of the value in use is sensitive to changes in the key assumptions which are related to the future developments in freight rates, the WACC applied as discounting factor in the calculations and the development in operating expenses. All other things being equal, the sensitivities to the value in use have been assessed as follows:

· A decrease in tanker freight rates of USD/day 1,000 would result in a further decline of $228 million

· An increase in WACC of 1.0% would result in a further decline of $105 million

· An increase in operating expenses of 10.0% would result in a further decline of $174 million

· A decrease in inflation rate of 0.5 percentage points would result in a further decline of $15 million

F-39

However, if these sensitivities had been applied to the impairment test as of December 31, 2016, the maximum additional impairment would be $91 million as the recoverable amount is to be assessed as the higher of value in use and the fair value less cost to sell.

As outlined above, the impairment test has been prepared on the basis that the Company will continue to operate its vessels as a fleet in the current set-up. The market value based on broker values of TORM's vessels including the order book and remaining committed capital expenditures (CAPEX) on newbuildings was $1,297 million, which is $91 million below the carrying amount following the impairment charges being recorded.

For the year ended December 31, 2015

As of December 31, 2015, Management performed an impairment test of the recoverable amount of significant assets including goodwill within the cash-generating unit — the Tanker Segment.

As of December 31, 2015, the assessment of the recoverable amount of the Tanker Segment was based on the fair value less costs to sell the individual assets and liabilities making up the segment. Based on this test, Management concluded that the assets within the Tanker Segment were not impaired as of December 31, 2015.

In the assessment of the fair value less costs to sell the vessels making up the majority of the assets, Management included a review of vessel market values calculated as the average of valuations from two internationally acknowledged shipbrokers with appropriate qualifications and recent experience in the valuation of vessels. The fair value is based on the assumption that the vessels are in good and seaworthy condition and with prompt, charter-free delivery.

The fair value less costs to sell the vessels is determined to be within level 3 of the fair value hierarchy.

As of December 31, 2015, the fair value less cost to sell the individual assets and liabilities of the Tanker Segment exceeds the carrying value including goodwill of the segment. As such, goodwill and other assets including vessels are not impaired as of December 31, 2015.

For the year ended December 31, 2014

As of December 31, 2014, Management performed an impairment test of the recoverable amount of significant assets including goodwill within the cash-generating unit — the Tanker Segment.

As of December 31, 2014, the assessment of the recoverable amount of the Tanker Segment was based on fair value less costs to sell the individual assets and liabilities making up the segment. Based on this test, Management concluded that the assets within the Tanker Segment were not impaired as of December 31, 2014.

In the assessment of the fair value less costs to sell the vessels making up the majority of the assets, Management included a review of vessel market values calculated as the average of valuations from two internationally acknowledged shipbrokers with appropriate qualifications and recent experience in the valuation of vessels. The fair value is based on the assumption that the vessels are in good and seaworthy condition and with prompt, charter-free delivery.

The fair value less costs to sell the vessels is determined to be within level 3 of the fair value hierarchy.

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NOTE 9 - FINANCIAL INCOME AND EXPENSES

	For the year ended December 31,
(USD million)	2016		2015		2014
Financial income
Interest income from cash and cash equivalents *		0.2		0.3		-
Exchange rate adjustments, including net gain from forward exchange rate contracts		2.6		0.6		-
Total		2.8		0.9		-
Financial expenses
Interest expenses on mortgage and bank debt*		29.6		15.0		3.6
Exchange rate adjustments, including net loss from forward exchange rate contracts		2.5		0.6		-
Other financial expenses		5.2		1.3		-
Total		37.3		16.9		3.6

* Interest for financial assets and liabilities not at fair value through profit and loss.

NOTE 10 – FREIGHT RECEIVABLES

	As of December 31,
	2016		2015		2014
(USD million)
Analysis as of December 31, of freight receivables:
Neither past due nor impaired		28.7		40.3		16.1
Past due not impaired:
Due less than 30 days		13.0		22.8		3.9
Due between 30 and 180 days		18.7		16.4		15.2
Past due and fully / partially impaired:
Due more than 180 days		4.7		5.3		-
Total gross		65.1		84.8		35.2
Provision for impairment of freight receivables		2.6		1.7		-
Total net		62.5		83.1		35.2

As of December 31, 2016, freight receivables included receivables at a value of $0.6 million (2015: $1.9 million, 2014: $0.0 million), that are individually determined to be impaired to a value of $0.5 million (2015: $0.2 million, 2014: $0.0 million).

Movements in provisions for impairment of freight receivables during the year are as follows:

	As of December 31,
(USD million)	2016			2015			2014
Provisions for impairment of freight receivables
Balance as of January 1		1.7			-			-
Addition from business combinations		-			1.9			-
Provisions for the year		1.9			0.5			-
Provisions reversed during the year		(1.0	)		(0.7	)		-
Provisions utilized during the year		-			-			-
Balance as of December 31		2.6			1.7			-

Provisions for impairment of freight receivables have been recognized in the income statement under "Port expenses, bunkers and commissions".

No trade and other receivable was past-due as at December 31, 2014.

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NOTE 11 – OTHER RECEIVABLES

	As of December 31,
Other receivables	2016		2015		2014
(USD million)
Partners and commercial managements		0.5		0.3		-
Derivative financial instruments		3.3		1.6		-
Tax receivables		1.1		1.7		-
Other		3.2		2.1		0.8
Balance as of December 31		8.1		5.7		0.8

No significant other receivables are past due or impaired.

NOTE 12 – TAX

	For the year ended December 31,
(USD million)	2016			2015			2014
Tax
Current tax for the year		1.2			1.3			-
Adjustments related to previous years		(0.3	)		(0.2	)		-
Adjustment of deferred tax asset		(0.1	)		(0.1	)		-
Total		0.8			1.0			-

The majority of the Group's taxable income is located in Denmark and therefore the majority of the tax base is subject to Danish tax legislation. As such, the Group has elected to participate in the Danish tonnage tax scheme; participation is binding until December 31, 2025.

The Group expects to participate in the tonnage tax scheme after the binding period and, at a minimum, to maintain an investing and activity level equivalent to the time of entering the tonnage tax scheme.

Under the Danish tonnage tax scheme, income and expenses from shipping activities are not subject to direct taxation and accordingly an effective rate reconciliation has not been provided as it would not provide any meaningful information. Instead, the taxable income is calculated from:

· The net tonnage of the vessels used to generate the income from shipping activities

· A rate applicable to the specific net tonnage of the vessel based on a sliding scale

Due to the provisions of the tonnage tax scheme, the effective tax rate of the Group is -0.6 % (2015: 0.8 %, 2014: 0.0%).

	As of December 31
(USD million)	2016			2015			2014
Deferred tax liability
Balance at January 1		45.1			-			-
Addition from business combination		-			45.2			-
Deferred tax for the year		(0.1	)		(0.1	)		-
Balance as of December 31		45.0			45.1			-

Essentially all deferred tax relates to vessels included in the transition account under the Danish tonnage tax scheme.

The Group operates in a wide variety of jurisdictions, in some of which the tax law is subject to varying interpretations and potentially inconsistent enforcement. As a result, there can be practical uncertainties in applying tax legislation to the Group's activities. Whilst the Group considers that it operates in accordance with applicable tax law, there are potential tax exposures in respect of its operations, the impact of which cannot be reliably estimated but could be material.

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NOTE 13 - COMMON SHARES

	As of December 31,
	2016		2015		2014
A shares		62,298,846		63,836,249		63,836,249
B shares		1		1		1
C shares		1		1		1
Total		62,298,848		63,836,251		63,836,251

For accounting purposes and due to the Corporate Reorganization, the common shares have been adjusted retrospectively to reflect the issued capital and common shares of TORM plc amounting to $0.4 million as per January 1, 2014.

A shares are listed on Nasdaq Copenhagen and are publicly available for trading. Each A share carries one vote at the Annual General Meeting and gives the shareholder right to dividends, liquidation proceeds or other distributions. The A shares carries no other rights or obligations.

The B share has one vote at the general meeting, has no pre-emption rights in relation to any issue of new shares of other classes and carries no right to receive dividends, liquidation proceeds or other distributions from TORM. The holder of the B share has the right to elect one member to the Board of Directors (being the Deputy Chairman), up to three alternates as well as one Board Observer. The B share cannot be transferred or pledged, except for a transfer to a replacement trustee.

The C share represents 350,000,000 votes at the general meeting in respect of certain Specified Matters, including election of members to the Board of Directors (including the Chairman but excluding the Deputy Chairman) and certain amendments to the Articles of Association proposed by the Board of Directors. The C share has no pre-emption rights in relation to any issue of new shares of other classes and carries no right to receive dividends, liquidation proceeds or other distributions from TORM. The C share cannot be transferred or pledged, except to an affiliate of Njord Luxco.

The B share and the C share are redeemable by TORM in the event that (i) TORM has received written notification from Njord Luxco (or its affiliates) that Njord Luxco and its affiliates (as defined in the Articles of Association) hold less than 1/3 in aggregate of TORM's issued and outstanding shares, (ii) five business days have elapsed from the Board of Directors' receipt of such written notice either without any Board member disputing such notice or with at least 2/3 of the Board members confirming such notice, and (iii) both of the B share and the C share are redeemed at the same time.

Issued warrants (RSUs)

Key management participates in an LTIP program which gives the right to buy TORM shares at a predefined share price. Refer to note 4.

Treasury shares

(USD million)	Number of shares							Nominal values						% of share capital
Treasury shares	2016			2015		2014		2016		2015		2014		2016			2015		2014
Balance as of January 1		15.3			-		-		-		-		-		0.2			-		-
Additions		312.9			15.3		-		-		-		-		0.5			0.2		-
Cancellations		(15.3	)		-		-		-		-		-		(0.2	)		-		-
Disposals		-			-		-		-		-		-		-			-		-
Balance as of December 31		312.9			15.3		-		-		-		-		0.5			0.2		-

The total consideration for the treasury shares was $2.9 million (2015: $0.2 million, 2014: $0.0 million). At December 31, 2016, the Company's holding of treasury shares represented 312,871 shares (2015: 15,319 shares, 2014: 0 shares) of $0.01 each at a total nominal value of $0.0 million (2015: $0.0 million, 2014: $0.0 million) and a market value of $2.8 million (2015: $0.2 million, 2014: $0.0 million).

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NOTE 14 – OTHER LIABILITIES

	As of December 31,
	2016		2015		2014
(USD million)
Partners and commercial managements		2.0		3.3		-
Accrued operating expenses		5.2		13.1		-
Accrued interest		5.8		4.7		-
Wages and social expenses		14.6		17.0		0.2
Derivative financial instruments		4.8		0.2		-
Payables to joint ventures		0.1		0.1		-
Acquired time charter contracts		-		0.2		-
Other		0.5		3.5		1.2
Balance as of December 31		33.0		42.1		1.4

Please refer to note 21 for further information on fair value hierarchies.

NOTE 15 – EFFECTIVE RATE AND OUTSTANDING MORTGAGE DEBT AND BANK LOANS

In July 2015, TORM completed the Corporate Restructuring. This resulted in a new Term Facility I of $470 million and a Working Capital Facility of $75 million both expiring in 2021. Furthermore, TORM has a debt facility with Danish Ship Finance totaling $202 million, the tranches of which expire in 2019, 2021 and 2022. In 2017 and 2018, TORM will take delivery of four new LR2 vessels. The Export Import Bank of China (CEXIM) has committed funding of up to $115 million in a 12-year facility to finance these newbuildings. As of December 31, 2016, no drawdowns had been made on the CEXIM Facility or the Working Capital Facility.

Refer to note 2 for further information on the Company's liquidity and capital resources and note 19 and 20 for further information on interest rate swaps and financial risks.

The table below shows the effective interest rate and the value of the outstanding mortgage debt and bank loans.

		2016						2015									2014
(USD million)	Fixed/ Floating	Maturity	Effective interest			Carrying value**		Maturity		Effective interest			Carrying value**		Maturity		Effective interest			Carrying value**
Loan
USD	Floating	2019		4.6	%*		109.4		2019		4.1	%*		125.7		2019		4.9	%		141.9
USD	Floating	2021		4.6	%*		62.2		2019		4.1	%*		26.0		-		-			-
USD	Floating	2021		4.6	%*		470.0		2021		4.3	%*		548.9		-		-			-
USD	Floating	2022		4.8	%*		30.0		2021		4.4	%*		66.6		-		-			-
Weighted average effective interest rate				4.6	%*						4.3	%*									4.9	%
Carrying value							671.6							767.2							141.9
Current							76.3							49.3							16.2
Non-current							595.3							718.9							125.7

* Effective interest rate includes deferred and amortized bank fees.

** The carrying value of the groups mortgage debt and bank loans approximate their fair value due to the short-term nature of fixings.

The fair value of mortgage debt and bank loans is calculated as the present value of expected future repayments and interest payments.

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NOTE 16 – COLLATERAL SECURITY FOR MORTGAGE DEBT AND BANK LOANS

The total carrying amount of vessels that have been provided as security amounts to $1,115 million at December 31, 2016 (2015: $1,329 million, 2014: $216 million).

NOTE 17 – GUARANTEE COMMITMENTS AND CONTINGENT LIABILITIES

The guarantee commitments of the Group are less than $0.1 million and relate to guarantee commitments to the Danish Shipowners' Association (2015: $0.1 million, 2014: $0.0 million).

The Group is involved in some legal proceedings and disputes. It is Management's opinion that the outcome of these proceedings and disputes will not have any material impact on the Group's financial position, results of operations and cash flows.

NOTE 18 – CONTRACTUAL OBLIGATIONS AND RIGHTS

TORM has various contractual obligations and commercial commitments to make future payments including lease obligations, purchase commitments, interest payments and repayment of mortgage debt and bank loans.

The following table summarizes the Company's contractual obligations:

As of December 31, 2016:

	2017		2018		2019		2020		2021		Thereafter		Total
(USD million)
Mortgage debt and bank loans(1)		75.9		75.1		137.5		59.7		306.5		16.9		671.6
Interest payments related to scheduled interest fixing		18.8		14.4		12.0		10.0		7.1		-		62.3
Estimated variable interest payments(2)		8.9		10.6		9.6		6.8		4.5		0.8		41.2
Finance lease liabilities(3)		13.6		-		-		-		-		-		13.6
Interest element regarding finance lease		0.8		-		-		-		-		-		0.8
Newbuilding installments and exercised purchase options(4)		62.4		86.4		-		-		-		-		148.8
Chartered-in vessels (Operating lease)(5)		10.3		3.2		-		-		-		-		13.5
Derivative financial liabilities*		4.8		-		-		-		-		-		4.8
Other operating leases(6)		2.1		1.8		1.2		0.2		-		-		5.3
Trade payables and other liabilities		48.9		-		-		-		-		-		48.9
Total		246.5		191.5		160.3		76.7		318.1		17.7		1,010.8

* included in "Other liabilities"

TORM has contractual rights to receive future payments as lessor of vessels on time charter and bareboat charter.

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The following table summarizes the Company's contractual rights:

	2017		2018		2019		2020		2021		There-after		Total
(USD million)
Contractual rights – as lessor:
Charter hire income for vessels (7)		46.1		46.5		4.7		-		-		-		97.3
Total		46.1		46.5		4.7		-		-		-		97.3

1) The presented amounts to be repaid do not include directly related costs arising from the issuing of the loans of $2.0 million (2015: $1.0 million), which are amortized over the term of the loans.

2) Variable interest payments are estimated based on the forward rates for each interest period.

3) One leasing agreement includes a purchase liability at expiry of the leasing period in 2017.

4) As of December 31, 2016, TORM had four contracted newbuildings (2015: seven, 2014: six) to be delivered during 2017-2018.

5) Leases have been entered into with a mutually non-cancelable lease period of up to eight years. Certain leases include a profit sharing element implying that the actual charter hire may be higher. The average period until redelivery of the vessels is 0.9 years (2015: 1.9 years, 2014: 0.0 years). The leasing expense for 2016 amounts to $21.5 million and is recognized under "Charter hire".

6) Other operating leases primarily consist of contracts regarding office spaces, cars and apartments as well as IT-related contracts. The leasing expense for 2016 amounts to $2.2 million and is recognized under "Administrative expenses".

7) Charter hire income for vessels on time charter and bareboat charter is recognized under "Revenue". The average period until redelivery of the vessels is 2.1 year (2015: 0.6 year, 2014: 0.1 year).

NOTE 19 – DERIVATIVE FINANCIAL INSTRUMENTS

	Fair value as of December 31,
	2016			2015			2014
(USD million)
Fair value of derivatives:
Derivative financial instruments regarding freight and bunkers:
Forward freight agreements		(0.1	)		-			-
Bunker swaps		0.8			(0.2	)		-
Derivative financial instruments regarding interest and currency exchange rate:
Forward exchange contracts		(4.6	)		0.8			-
Interest rate swaps		2.4			0.8			-
Total		(1.5	)		1.4			-
Of which included in:
Current assets
Other receivables		3.3			1.6			-
Current liabilities
Other liabilities		(4.8	)		(0.2	)		-
Total		(1.5	)		1.4			-

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Bunker swaps and forward freight agreements with a fair value of $0.8 million (net) of a previously fixed hedge will be recognized in the income statement in 2017 (2016: USD$0.2 million, 2015: $0.0 million).

Forward exchange contracts with a fair value of $4.6 million are designated as hedge accounting relationships entered into to hedge a part of TORM's payments in 2017 regarding administrative and operating expenses denominated in DKK with a notional value of DKK 336.4 million (2015: DKK 235.1 million, 2014: DKK 0.0 million).

Interest rate swaps with a fair value of $2.4 million are designated as hedge accounting to hedge a part of TORM's interest payments during the period 2016 to 2021, with a notional value of $373.8 million (2015: $382.3 million, 2014: $0.0 million).

The table below shows realized amounts as well as fair value adjustments regarding derivative financial instruments recognized in income statements and equity in 2016, 2015 and 2014.

				Income statement
2016 (USD million)	Revenue			Port expenses, bunkers and commissions			Financial items			Equity hedging reserves
Forward freight agreements		(0.1	)		-			-			(0.2	)
Bunker swaps		-			-			-			0.8
Forward exchange contracts		-			-			0.1			(2.6	)
Interest rate swaps		-			-			(2.9	)		2.4
Total		(0.1	)		-			(2.8	)		0.4
2015
Forward freight agreements		0.6			-			-			-
Bunker swaps		-			(0.9	)		-			(0.2	)
Forward exchange contracts		-			-			-			0.8
Interest rate swaps		-			-			-			0.8
Total		0.6			(0.9	)		-			1.4
2014
Forward freight agreements		-			-			-			-
Bunker swaps		-			-			-			-
Forward exchange contracts		-			-			-			-
Interest rate swaps		-			-			-			-
Total		-			-			-			-

NOTE 20 - RISKS ASSOCIATED WITH TORM'S ACTIVITIES

The risks can generally be divided into four main categories: 1) Long-term strategic risks, 2) Industry and market-related risks, 3) Operational and compliance risks and 4) Financial risks.

The risks described under each of the four categories are considered to be among the most significant risks for TORM within each category.

1) LONG-TERM STRATEGIC RISK

Industry-changing risks, such as the substitution of oil for other energy sources and radical changes in transportation patterns, are considered to have a relatively high potential impact but are long-term risks. Management continues to monitor long-term strategic risks to ensure the earliest possible mitigation of potential risks and develop necessary capabilities to exploit opportunities created by the same risks.

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2) INDUSTRY AND MARKET-RELATED RISKS

Industry and market-related risk factors relate to changes in the markets and in the political, economic and physical environment that Management cannot control such as freight rates and vessel and bunker prices.

FREIGHT RATE FLUCTUATIONS

The Company's income is principally generated from voyages carried out by its fleet of vessels. As such, TORM is exposed to the considerable volatility that characterizes freight rates on such voyages.

It is the Company's strategy to seek a certain exposure to this risk, as volatility also represents an opportunity because earnings historically have been higher in the day-to-day market compared to time charters. The fluctuations in freight rates for different routes may vary substantially. However, TORM is aiming at reducing the sensitivity to the volatility of such specific freight rates by actively seeking the optimal geographical positioning of the fleet and by optimizing the service offered to customers.

Tanker freight income is to a certain extent covered against general fluctuations through the use of physical contracts such as cargo contracts and time charter agreements with durations of 6-36 months. In addition, TORM uses financial instruments such as forward freight agreements (FFAs) with coverage of typically 0-24 months forward, based on market expectations and in accordance with the Company's risk management policies. In 2016, 10% (2015: 5%, 2014: 0%) of freight earnings deriving from the Company's tankers was secured in this way. Physical time charter contracts accounted for 83% (2015: 95%, 2014: 100%) of overall hedging. In 2016, the Company sold FFAs with a notional contract value of $12 million (2015: $6 million, 2014: $0 million) and bought FFAs with a notional contract value of $3 million (2015: $4 million, 2014: $0 million). The total notional contract volume sold in 2016 was 781,000 metric tons (2015: 215,000 metric tons, 2014: 0 metric tons) and the total notional volume bought was 190,000 metric tons (2015: 142,000 metric tons, 2014: 0 metric tons). At the end of 2016, the coverage for 2017 was 12% (2015: 8%, 2014: 0%).

FFA trade and other freight-related derivatives are subject to specific policies and guidelines approved by the Risk Committee, including trading limits, stop-loss policies, segregation of duties and other internal control procedures.

All things being equal and to the extent the Company's vessels have not already been chartered out at fixed rates, a freight rate change of USD/day 1,000 would lead to the following change in profit before tax based on the expected number of earning days for the coming financial year:

Sensitivity to changes in freight rates	2017		2016		2015
(USD million)
Increase in freight rates of USD/day 1,000:
Changes in profit before tax		25.0		26.7		6.1
Changes in equity		25.0		26.7		6.1

SALES AND PURCHASE PRICE FLUCTUATIONS

As an owner of 77 vessels, TORM is exposed to risk associated with changes in the value of the vessels, which can vary considerably during their useful lives. As of December 31, 2016, the carrying value of the fleet was $1,344 million (2015: $1,492 million, 2014: $502 million). Based on broker valuations, TORM's fleet excluding undelivered newbuildings had a market value of $1,260 million as of December 31, 2016 (2015: $1,626 million, 2014: $513 million). During 2016, TORM has increased its fleet by three new product tankers. Furthermore, TORM has four vessels on order for delivery in 2017-2018.

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BUNKER PRICE FLUCTUATIONS

The cost of fuel oil consumed by the vessels, known in the industry as bunkers, accounted for 50% of the total voyage costs in 2016 (2015: 57%, 2014: 69%) and is by far the biggest single cost related to a voyage.

TORM is exposed to fluctuations in bunker prices that are not reflected in the freight rates achieved by the Company. To reduce this exposure, TORM hedges part of its bunker requirements with oil derivatives.

Bunker trade is subject to specific risk policies and guidelines approved by the Risk Committee including trading limits, stop-loss, stop-gain and stop-at-zero policies, segregation of duties and other internal control procedures.

TORM applies hedge accounting to all bunker hedge contracts.

In 2016, TORM covered 1.6% (2015: 0.7%, 2014: 0.0%) of its bunker requirements using hedging instruments.

All things being equal, a price change of 10% per ton of bunker oil (without subsequent changes in freight rates) would lead to the following change in expenditure based on the expected bunker consumption in the spot market:

Sensitivity to changes in the bunker prices	2017			2016			2015
(USD million)
Increase in the bunker prices of 10% per ton:
Changes in profit before tax		(15.6	)		(12.8	)		(5.6	)
Changes in equity		(15.6	)		(12.8	)		(5.6	)

3) OPERATIONAL AND COMPLIANCE RISKS

Operational risks are risks associated with the ongoing operations of the business and include risks such as safe operation of vessels, availability of experienced seafarers and staff, terrorism, piracy and insurance and counterparty risk.

INSURANCE COVERAGE

In the course of the fleet's operation, various casualties, accidents and other incidents may occur that may result in financial losses for TORM. For example, national and international rules, regulations and conventions mean that the Company may incur substantial liabilities in the event that a vessel is involved in an oil spill or emission of other environmentally hazardous agents.

In order to reduce the exposure to these risks, the fleet is insured against such risks to the extent possible. The total insurance program comprises a broad coverage of risk in relation to the operation of vessels and transportation of cargo, including personal injury, environmental damage and pollution, cargo damage, third-party casualty and liability, hull and machinery damage, total loss and war. All TORM's owned vessels are insured for an amount corresponding to their market value plus a margin to cover any fluctuations. Liability risks are covered in line with international standards. It is TORM's policy to cooperate with financially sound international insurance companies with a credit rating of BBB or better, presently some 14-16 companies, along with two P&I clubs, to diversify risk. The P&I clubs are member of the internationally recognized collaboration, International Group of P&I clubs, and the Company's vessels are each insured for the maximum amounts available in the P&I system. At the end of 2016, the aggregate insured value of hull and machinery and interest for TORM's owned vessels amounted to $1.6 billion (2015: $2.0 billion, 2014: $0.7 billion).

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COUNTERPARTY RISK

Counterparty risk is an ever-present challenge demanding close monitoring to manage and decide on actions to minimize possible losses. The maximum counterparty risk associated is equal to the values recognized in the balance sheet. A consequential effect of the counterparty risk is loss of income in future periods, e.g. counterparties not being able to fulfill their responsibilities under a time charter, a contract of affreightment or an option. The main risk is the difference between the fixed rates under a time charter or a contract of affreightment and the market rates prevailing upon default. The Company has close focus on its risk policies and procedures to ensure that risks managed in the day-to-day business are kept at agreed levels and that changes in the risk situations are brought to Management's attention.

The Company's counterparty risks are primarily associated with:

· Receivables, cash and cash equivalents

· Contracts of affreightment with a positive fair value

· Derivative financial instruments and commodity instruments with positive fair value

Receivables, cash and cash equivalents

The majority of TORM's customers are companies that operate in the oil industry. It is assessed that these companies are subject to the same risk factors as those identified for TORM.

A major part of the Company's freight revenues stems from a small group of customers. One customer accounted for 12.6% (2015: 12.6%, 2014: 12.7%) of the freight revenues in 2016. The concentration of earnings on a few customers requires extra attention to credit risk. TORM has a credit policy under which continued credit evaluations of new and existing customers take place. For long-standing customers, payment of freight normally takes place after a vessel's cargo has been discharged. For new and smaller customers, the Company's credit risk is limited as freight is usually paid prior to the cargo's discharge, or, alternatively, that a suitable bank guarantee is placed in lieu thereof.

As a consequence of the payment patterns mentioned above, the Company's receivables primarily consist of receivables from voyages in progress at year-end and, to a lesser extent, of outstanding demurrage. For the past five years, the Company has not experienced any significant losses in respect of charter payments or any other freight agreements. With regard to the collection of demurrage, the Company's average stands at 96.8% (2015: 96%, 2014: 99%), which is considered to be satisfactory given the differences in interpretation of events. In 2016, demurrage represented 15.0% (2015: 17.7%, 2014: 8.3%) of the total freight revenues.

Excess liquidity is placed on deposit accounts with major banks with strong and acceptable credit ratings or invested in secure papers such as American or Danish government bonds. Cash is invested with the aim of getting the highest possible yield while maintaining a low counterparty risk and adequate liquidity reserves for possible investment opportunities or to withstand a sudden drop in freight rates.

Derivative financial instruments and commodity instruments

In 2016, 93% (2015: 100%, 2014: not applicable) of TORM's forward freight agreements (FFAs) and fuel swaps were cleared through NASDAQ, effectively reducing counterparty credit risk by daily clearing of balances. Over the counter fuel swaps have restrictively been entered into with major oil companies, banks or highly reputed partners with a satisfactory credit rating. TORM also trades FX and interest derivatives.  All such derivatives were done with investment grade counterparties.

4) FINANCIAL RISKS

Financial risks relate to the Company's financial position, financing and cash flows generated by the business, including foreign exchange risk and interest rate risk. The Company's liquidity and capital resources are described in Note 2.

F-50

FOREIGN EXCHANGE RISK

TORM uses USD as its functional currency because the majority of the Company's transactions are denominated in USD. The foreign exchange risk is thereby limited to cash flows not denominated in USD. The primary risk relates to transactions denominated in DKK, EUR and SGD and relates to administrative and operating expenses.

The part of the Company's expenses that are denominated in currencies other than USD accounts for approximately 99% (2015: 98%, 2014: 0%) for administrative expenses and approximately 27% (2015: 26%, 2014: 0%) for operating expenses. Approximately 74% (2015: 55%, 2014: 0%) of TORM's administrative and operating expenses in DKK and EUR in 2017 are hedged through FX forward contracts. TORM assumes identical currency risks arising from exposures in DKK and EUR. Other significant cash flows in non-USD-related currencies occur occasionally, including certain purchase obligations denominated in JPY.

All things being equal, a change in the USD/DKK and USD/EUR exchange rate of 10% would result in a change in profit before tax and equity as follows:

Sensitivity to changes in the USD/DKK and USD/EUR exchange rate	2017			2016			2015
(USD million)
Effect of a 10% increase of DKK and EUR:
Changes in profit before tax		(1.7	)		(2.8	)		-
Changes in equity		(1.7	)		(2.8	)		-

INTEREST RATE RISK

TORM's interest rate risk generally relates to interest-bearing mortgage debt and bank loans. All the Company's loans for financing vessels are denominated in USD, and all are floating rate loans. At the end of 2016, TORM has fixed 68% of the interest exposure for 2017 (2015: 65%, 2014: 25%). The fixing is a result of floating rate loans where Libor 3 or Libor 6 was fixed in 2016 into 2017 and interest hedging through interest rate swaps.

All things being equal, a change in the interest rate level of 1% point will result in a change in the interest rate expenses as follows:

Sensitivity to changes in interest rates	2017			2016			2015
(USD million)
Effect of a 1% point increase in interest rates:
Changes in profit before tax		(2.5	)		(3.3	)		(1.4	)
Changes in equity		6.8			9.5			(1.4	)

TORM's interest-bearing debt decreased from year-end 2015 to year-end 2016 by $95 million (2015: increase of $639 million, 2014: increase of 142 million) to $672 million (2015: $767 million, 2014: $142 million).

NOTE 21 - FINANCIAL INSTRUMENTS

FAIR VALUE HIERARCHY FOR FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE IN THE BALANCE SHEET

Below shows the fair value hierarchy for financial instruments measured at fair value in the balance sheet. The financial instruments in question are grouped into Levels 1 to 3 based on the degree to which the fair value is observable.

· Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities

F-51

· Level 2 fair value measurements are those derived from input other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices)

· Level 3 fair value measurements are those derived from valuation techniques that include input for the asset or liability that are not based on observable market data (unobservable input)

METHODS AND ASSUMPTIONS IN DETERMINING FAIR VALUE OF FINANCIAL INSTRUMENTS

Derivative part of other receivables and other payables

The fair value of derivatives in other receivables and other payables is measured using accepted valuation methods with input variables such as yield curves, forward curves, spreads, etc. The valuation methods discount the future fixed and estimated cash flows and valuation of any option elements.

	2016
USD million	Quoted prices (Level 1)		Observable input (Level 2)		Unobservable input (Level 3)		Carrying value
CATEGORIES OF FINANCIAL ASSETS AND LIABILITIES AS DEFINED IN IAS 39:
Loans and receivables
Freight receivables, amortized cost*		-		-		-		62.5
Other receivables, amortized cost		-		-		-		7.2
Other receivables, fair value		-		3.3		-		-
Cash and cash equivalents, amortized cost*		-		-		-		76.0
Total		-		3.3		-		145.7
Financial liabilities
Mortgage debt and bank loans, amortized cost**		-		-		-		669.6
Finance lease liabilities, amortized cost*		-		-		-		13.6
Trade payables, amortized cost*		-		-		-		28.5
Other liabilities, amortized cost*		-		-		-		28.3
Other liabilities, fair value		-		4.8		-		4.8
Total		-		4.8		-		744.8

	2015
USD million	Quoted prices (Level 1)		Observable input (Level 2)		Unobservable input (Level 3)		Carrying value
CATEGORIES OF FINANCIAL ASSETS AND LIABILITIES:
Loans and receivables
Freight receivables, amortized cost*		-		-		-		83.1
Other receivables, amortized cost		-		-		-		2.5
Other receivables, fair value		-		1.6		-		1.6
Cash and cash equivalents, amortized cost*		-		-		-		168.3
Total		-		1.6		-		255.5
Financial liabilities
Mortgage debt and bank loans, amortized cost**		-		-		-		766.2
Finance lease liabilities, amortized cost*		-		-		-		13.5
Trade payables, amortized cost*		-		-		-		22.3
Other liabilities, amortized cost*		-		-		-		24.6
Other liabilities, fair value		-		0.2		-		0.2
Total		-		0.2		-		827.0

F-52

	2014
USD million	Quoted prices (Level 1)		Observable input (Level 2)		Unobservable input (Level 3)		Carrying value
CATEGORIES OF FINANCIAL ASSETS AND LIABILITIES:
Loans and receivables
Freight receivables, amortized cost*		-		-		-		35.2
Other receivables, amortized cost*		-		-		-		0.8
Cash and cash equivalents, amortized cost*		-		-		-		38.0
Total		-		-		-		74.0
Financial liabilities
Mortgage debt and bank loans, amortized cost**		-		-		-		141.5
Trade payables, amortized cost*		-		-		-		11.9
Other liabilities, amortized cost*		-		-		-		1.3
Total		-		-		-		154.7

* Due to the short maturity, the carrying value is considered to be an appropriate expression of the fair value.

** Refer to note 15.

There have been no transfers between level 1 and 2.

NOTE 22 - RELATED PARTY TRANSACTIONS

The Company's controlling shareholder is Oaktree Capital Group, LLC, a limited liability company incorporated in the USA. The immediate controlling shareholder is Njord Luxco.

Shareholders' contribution and dividends paid are disclosed in the consolidated statement of changes in equity.

The remuneration of key management personnel, which consists of the Board of Directors and Executive Director, is disclosed in note 4.

NOTE 23 - NON-CURRENT ASSETS SOLD DURING THE YEAR

There has been no sale of non-current assets in 2016 or 2014.

During 2015, TORM sold its two remaining bulk vessels for $18 million in connection with the wind-down of the Company's bulk activities. Both vessels were delivered to the new owners during 2015. The sales did not result in any gain or losses.

NOTE 24 – CASH FLOWS

Reversal of other non-cash movements

	For the year ended December 31,
	2016			2015			2014
(USD million)
Amortization of acquired assets and liabilities		(0.1	)		(0.7	)		-
Exchange rate adjustments		(2.4	)		(0.1	)		-
Share-based payments		2.0			-			-
Equity transactions in relation to Corporate Reorganization		(6.4	)		-			-
Other adjustments		(0.2	)		-			-
Total		(7.1	)		(0.8	)		-

F-53

Change in bunkers, receivables and payables etc.:

	For the year ended December 31,
	2016			2015			2014
(USD million)
Change in bunkers		(6.1	)		15.6			(8.8	)
Change in receivables		18.1			6.1			(27.1	)
Change in prepayments		2.7			4.9			1.5
Change in trade payables and other liabilities		(5.4	)		(11.9	)		14.0
Adjusted for fair value changes of derivative financial instruments		(1.0	)		2.2			-
Total		8.3			16.9			(20.4	)

F-54

NOTE 25 - ENTITIES IN THE GROUP

The detailed list of the consolidated entities is as follows:

Name of the company	Country	% Control	% Interest	Consolidation method
TORM plc	United Kingdom	Parent	Parent	Full
TORM A/S (1)	Denmark	100%	100%	Full
DK Vessel HoldCo GP ApS (1)	Denmark	100%	100%	Full
DK Vessel HoldCo K/S (1)	Denmark	100%	100%	Full
OCM (Gibraltar) Njord Midco Ltd	Gibraltar	100%	100%	Full
OCM Singapore Njord Holdings Agnes, Pte. Ltd (5)	Singapore	100%	100%	Full
OCM Singapore Njord Holdings Alice, Pte. Ltd	Singapore	100%	100%	Full
OCM Singapore Njord Holdings Aslaug, Pte. Ltd (5)	Singapore	100%	100%	Full
OCM Singapore Njord Holdings Almena, Pte. Ltd	Singapore	100%	100%	Full
OCM Singapore Njord Holdings Amalie, Pte. Ltd (5)	Singapore	100%	100%	Full
OCM Singapore Njord Holdings Hardrada, Pte. Ltd	Singapore	100%	100%	Full
OCM Singapore Njord Holdings St. Michaelis, Pte. Ltd	Singapore	100%	100%	Full
OCM Singapore Njord Holdings St. Gabriel, Pte. Ltd	Singapore	100%	100%	Full
OCM Singapore Njord Holdings Gorm, Pte. Ltd	Singapore	100%	100%	Full
OCM Singapore Njord Holdings Harald, Pte. Ltd (4)	Singapore	100%	100%	Full
OCM Singapore Njord Holdings Knut, Pte. Ltd	Singapore	100%	100%	Full
OCM Singapore Njord Holdings Valdemar, Pte. Ltd	Singapore	100%	100%	Full
OCM Singapore Njord Holdings Leif, Pte. Ltd	Singapore	100%	100%	Full
OCM Singapore Njord Holdings Rolf, Pte. Ltd	Singapore	100%	100%	Full
OCM Singapore Njord Holdings Agnete, Pte. Ltd	Singapore	100%	100%	Full
OCM Singapore Njord Holdings Alexandra, Pte. Ltd	Singapore	100%	100%	Full
OCM Singapore Njord Holdings Anabel, Pte. Ltd (5)	Singapore	100%	100%	Full
OCM Singapore Njord Holdings Arawa, Pte. Ltd (5)	Singapore	100%	100%	Full
OCM Holdings Mrs Inc.	Marshall Islands	100%	100%	Full
OCM Njord Anne Inc.	Marshall Islands	100%	100%	Full
OCM Njord Freya Inc.	Marshall Islands	100%	100%	Full
OCM Njord Gerd Inc.	Marshall Islands	100%	100%	Full
OCM Njord Gertrud Inc.	Marshall Islands	100%	100%	Full
OCM Njord Gunhild Inc.	Marshall Islands	100%	100%	Full
OCM Njord Helene Inc.	Marshall Islands	100%	100%	Full
OCM Njord Helvig Inc.	Marshall Islands	100%	100%	Full
OCM Njord Ingeborg Inc.	Marshall Islands	100%	100%	Full
OCM Njord Mary Inc.	Marshall Islands	100%	100%	Full
OCM Njord Ragnhild Inc.	Marshall Islands	100%	100%	Full
OCM Njord Thyra Inc.	Marshall Islands	100%	100%	Full
OCM Njord Valborg Inc.	Marshall Islands	100%	100%	Full
OCM Njord Vita Inc.	Marshall Islands	100%	100%	Full
OMI Holding Ltd. (1)	Mauritius	100%	100%	Full
Torghatten & TORM Shipowning ApS (1)(4)	Denmark	100%	100%	Full
TORM Brasil Consultoria em Transporte Maritimo LTDA (1)(3)	Brazil	100%	100%	Full
TORM Crewing Service Ltd.(1)	Bermuda	100%	100%	Full
TORM Shipping India Private Limited (1)	India	100%	100%	Full
TORM Singapore Pte. Ltd. (1)	Singapore	100%	100%	Full
TORM USA LLC (1)	United States	100%	100%	Full
TT Shipowning K/S (1)(4)	Denmark	100%	100%	Full
VesselCo 1 K/S (1)	Denmark	100%	100%	Full
VesselCo 2 Pte. Ltd. (1)(3)
VesselCo 3 K/S (1)	Denmark	100%	100%	Full
VesselCo 4 Pte. Ltd. (1)(3)
VesselCo 6 Pte. Ltd. (1)	Singapore	100%	100%	Full
VesselCo 7 Pte. Ltd. (1)	Singapore	100%	100%	Full
VesselCo 8 Pte. Ltd. (1)	Singapore	100%	100%	Full
VesselCo 9 Pte. Ltd. (2)	Singapore	100%	100%	Full
VesselCo 10 Pte. Ltd. (2)	Singapore	100%	100%	Full
VesselCo 11 Pte. Ltd. (2)	Singapore	100%	100%	Full
TORM SHIPPING (PHILS.), INC. (1)	Philippines	100%	25%	Full
VesselCo A ApS (1)	Denmark	100%	100%	Full
VesselCo C ApS (1)	Denmark	100%	100%	Full

(1) Entities added in the financial year ended December 31, 2015.

(2) Entities added in the financial year ended December 31, 2016.

(3) Entities dissolved in the financial year ended December 31, 2015.

(4) Entities dissolved in the financial year ended December 31, 2016.

(5) Entities dissolved during subsequent period

Interest in legal entities included as joint ventures:

			2016
Entity	Ownership	Country	Profit and loss from continuing operations	Other operating income	Total comprehensive income
Long Range 2 A/S (1)	50%	Denmark	-	-	-
LR2 Management K/S (1)	50%	Denmark	-	-	-

F-55

NOTE 26 – EARNINGS AND DIVIDEND PER SHARE

Earnings per share:

	For the year ended December 31,
	2016			2015		2014
Net profit/(loss) for the year (USD million)		(142.5	)		126.0		12.6
Million shares
Average number of shares		63.1			51.7		32.5
Average number of treasury shares		(0.2	)		-		-
Average number of shares outstanding		62.9			51.7		32.5
Dilutive effect of outstanding share options		-			-		-
Average number of shares outstanding incl. dilutive effect of share options		62.9			51.7		32.5
Basic earnings/(loss) per share (USD)		(2.3	)		2.4		0.4
Diluted earnings/(loss) per share (USD)		(2.3	)		2.4		0.4

When calculating diluted earnings/loss per share for 2016, RSU's have been omitted as they are out-of-the-money and thus antidilutive, but the RSU's may potentially dilute earnings per share in the future. See also note 4 for information related to share options.

Dividend per share:

	For the year ended December 31,
	2016		2015		2014
Dividend for the year (USD million)		25.0		-		1.1
Number of shares, end of period (million)		62.3		63.8		39.6
Dividend per share		0.4		-		0.0

There is no proposed dividend as of December 31, 2016.

NOTE 27 – BUSINESS COMBINATION IN 2015

TORM A/S' Restructuring was completed on July 13, 2015 and included inter alia a contribution by OCM Njord Holdings S.à.r.l. ("Njord Luxco") of its 100% owned subsidiary Njord to TORM A/S in exchange for a controlling interest in TORM A/S.

Following the implementation of the Restructuring, Njord Luxco, holding 61.99% of the voting rights (excluding the voting rights attached to the C Share) in TORM A/S, and its subsidiaries, including Njord and Njord's subsidiaries (the "Combined Group"), controls the Combined Group in accordance with IFRS 10 "Consolidated financial statements", as it controls the majority of the voting rights in the Combined Group. Accordingly, the contribution of Njord by Njord Luxco in exchange for a controlling interest in the Combined Group has been accounted for as a reverse acquisition in accordance with IFRS 3, "Business Combinations", which means that for financial reporting purposes, Njord is considered the accounting acquirer and the continuing reporting entity. Consequently, the consolidated financial statements of TORM following the Restructuring are a continuation of the financial statements of Njord as the reporting continuing entity, despite TORM A/S being the legal acquirer and the continuing publicly listed company.

F-56

Njord's purchase price for a controlling interest in TORM A/S is calculated as the fair value of the interest in Njord that the existing shareholders and warrant holders of TORM A/S would have received, had the business combination of TORM A/S and Njord not been a reverse acquisition. The value is based on the value agreed between TORM A/S, Njord Luxco and certain of TORM A/S' pre-restructuring shareholders and lenders for the purposes of determining the ownership interest in TORM A/S obtained by Njord Luxco in exchange for the contribution of Njord.

Goodwill with a value of $11.4 million that arose in the combination relates to the benefit of expected synergies from combining operations of the acquiree and the acquirer. These benefits are not recognized separately from goodwill, because they do not meet the recognition criteria for identifiable intangible assets.

The freight and other receivables acquired with a total fair value of $60.0 million had a gross contractual amount of $61.9 million. The best estimate at the acquisition date of the contractual cash flows not to be collected is $1.9 million.

No acquisition-related costs have been incurred.

Since the acquisition date, revenue of $390.8 million and profit for the year ended December 31, 2015 of $88.2 million are included in the consolidated income statement in 2015.

Had the business combination been effected as of January 1, 2015, the revenue of the combined Group would have been $854.3 million and the profit for the year would have been $186.7 million in 2015.

The preparation of the pro forma figures for revenue and profit for the year is based on actual earnings for the year and the fair values used in the pre-acquisition balance sheet and the effect thereof on earnings, including depreciation on tangible fixed assets.

Assets acquired and liabilities assumed in the business combination at fair value
USD millions
Tangible fixed assets	859.9
Investments in joint ventures	0.3
Bunkers	27.8
Freight receivables	53.4
Other receivables	6.6
Prepayments	10.6
Cash and cash equivalents	77.5
Deferred tax liability	(45.1)
Mortgage debt and bank loans	(560.7)
Finance lease liabilities	(13.5)
Trade payables	(27.3)
Current tax liabilities	(1.4)
Other liabilities	(29.7)
Time charter contracts	(1.6)
Deferred income	(0.4)
Net assets acquired	356.4
Goodwill	11.4
Consideration (purchase price)	367.8
Of which:
Shares	349.8
Warrants	18.0
	367.8

F-57

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF FORMER TORM A/S

Index to Unaudited Condensed Consolidated Interim Financial Statements

Unaudited Condensed Consolidated Interim Income Statements for the three and six months ended June 30, 2015 and 2014	F-59
Unaudited Condensed Consolidated Interim Statements of Comprehensive Income for the three and six months ended June 30, 2015 and 2014	F-60
Unaudited Condensed Consolidated Interim Balance Sheets as of December 31, 2015 and June 30, 2014	F-61
Unaudited Condensed Consolidated Interim Statements of Changes in Equity for the six months ended June 30, 2015 and 2014	F-63
Unaudited Condensed Consolidated Interim Statements of Cash Flow for the six months ended June 30, 2015 and 2014	F-64
Notes to the Unaudited Condensed Consolidated Interim Financial Statements	F-65

Index to Audited Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	F-71
Consolidated Income Statements for the years ended December 31, 2014, 2013 and 2012	F-72
Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012	F-73
Consolidated Balance Sheets as of December 31, 2014 and 2013	F-74
Consolidated Statements of Changes in Equity as of December 31, 2014, 2013and 2012	F-76
Consolidated Statements of Cash Flow for the years ended December 31, 2014, 2013 and 2012	F-78
Notes to the Consolidated Financial Statements	F-79

F-58

FORMER TORM A/S

UNAUDITED CONDENSED CONSOLIDATED INTERIM INCOME STATEMENTS

For The Three and Six Months Ended June 30, 2015 and 2014

(Expressed in millions of USD, except for per share info)

		Three months ended June 30,				Six months ended June 30,
		2015				2015
	Note	Restated*		2014		Restated*		2014
Revenues	5	139.6		148.6		293.8		331.6
Port expenses, bunkers and commissions		(45.0	)	(70.7	)	(96.3	)	(166.0	)
Freight and bunkers derivatives		-		0.1		-		(0.1	)
Charter hire		(8.9	)	(12.1	)	(20.2	)	(23.8	)
Operating expenses		(31.3	)	(39.1	)	(62.2	)	(81.5	)
Administrative expenses		(10.7	)	(14.1	)	(21.2	)	(27.6	)
Other operating income		3.4		0.8		6.1		1.3
Share of results of joint ventures		-		0.1		(0.1	)	0.2
Impairment losses on tangible and intangible assets		(15.2	)	2.6		(15.2	)	(192.4	)
Amortizations and depreciation		(24.0	)	(22.7	)	(46.9	)	(51.3	)
Operating profit/(loss)		7.9		(6.5	)	37.8		(209.6	)
Financial income		0.1		0.7		3.1		1.0
Financial expenses		(23.6	)	(18.1	)	(47.6	)	(37.3	)
Loss before tax		(15.6	)	(23.9	)	(6.7	)	(245.9	)
Tax benefit/(expense)		0.2		1.1		(0.1	)	0.5
Net loss for the period		(15.4	)	(22.8	)	(6.8	)	(245.4	)
Basic loss per share (USD)		(32.0	)	(47.4	)	(14.1	)	(510.3	)
Diluted loss per share (USD)		(32.0	)	(47.4	)	(14.1	)	(510.3	)

*Please refer to Note 1 for an explanation of the restatement.

The accompanying notes are an integrated part of these financial statements.

F-59

FORMER TORM A/S

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME

For The Three and Six Months Ended June 30, 2015 and 2014

(Expressed in millions of USD)

	Three months  ended June 30,						Six months  ended June 30,
	2015  Restated**			2014			2015  Restated**			2014
Net loss for the period		(15.4	)		(22.8	)		(6.8	)		(245.4	)
Other comprehensive income/(loss):
Items that may be reclassified to profit or loss:
Exchange rate adjustments arising on translation of foreign entities		(0.1	)		-			(0.1	)		(0.1	)
Fair value adjustment on hedging instruments		0.1			0.4			0.1			0.5
Fair value adjustment on hedging instruments transferred to income statement		1.3			1.2			2.5			2.8
Fair value adjustment on available-for-sale investments		0.4			-			6.1			(0.1	)
Transfer to income statement on sale of available-for-sale investments		-			-			2.4			-
Other comprehensive income after tax*		1.7			1.6			11.0			3.1
Total comprehensive (loss)/income for the period		(13.7	)		(21.2	)		4.2			(242.3	)

* No income tax falls on other comprehensive income items

**Please refer to Note 1 for an explanation of the restatement.

The accompanying notes are an integrated part of these financial statements.

F-60

FORMER TORM A/S

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

As of June 30, 2015 and December 31, 2014

(Expressed in millions of USD)

	Note		June 30, 2015 Restated*		December 31, 2014
ASSETS
NON-CURRENT ASSETS
Intangible assets				1.3		1.4
Tangible fixed assets
Vessels and capitalized dry-docking		3		1,176.9		1,214.8
Other plant and operating equipment				2.5		3.0
Total tangible fixed assets		2		1,179.4		1,217.8
Financial assets
Investments in joint ventures				0.3		0.9
Other investments				17.0		10.9
Total financial assets				17.3		11.8
Total non-current assets				1,198.0		1,231.0
CURRENT ASSETS
Bunkers				23.1		23.9
Freight receivables				59.8		71.8
Other receivables				6.3		5.2
Prepayments				7.8		7.7
Cash and cash equivalents				94.2		44.6
Total current assets				191.2		153.2
TOTAL ASSETS				1,389.2		1,384.2

*Please refer to Note 1 for an explanation of the restatement.

The accompanying notes are an integrated part of these financial statements.

F-61

FORMER TORM A/S

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (continued)

As of June 30, 2015 and December 31, 2014

(Expressed in millions of USD)

	Note		June 30, 2015 Restated*			December 30, 2014
EQUITY AND LIABILITIES
EQUITY
Common shares				1.2			1.2
Special reserve				61.0			61.0
Treasury shares				(19.0	)		(19.0	)
Revaluation reserves				13.9			5.4
Hedging reserves				(3.6	)		(6.2	)
Currency translation reserves				2.5			2.6
Accumulated losses				(215.8	)		(209.0	)
Total shareholders' equity				(159.8	)		(164.0	)
LIABILITIES
NON-CURRENT LIABILITIES
Deferred tax liability				45.1			45.0
Mortgage debt and bank loans		4		1,285.7			1,319.2
Finance lease liabilities				12.1			11.9
Deferred income				2.2			2.8
Total non-current liabilities				1,345.1			1,378.9
CURRENT LIABILITIES
Mortgage debt and bank loans		4		133.0			107.9
Trade payables				30.7			18.3
Current tax liabilities				1.4			2.0
Other liabilities				37.3			38.8
Deferred income				1.5			2.3
Total current liabilities				203.9			169.3
Total liabilities				1,549.0			1,548.2
Total equity and liabilities				1,389.2			1,384.2

*Please refer to Note 1 for an explanation of the restatement.

The accompanying notes are an integrated part of these financial statements.

F-62

FORMER TORM A/S

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

For The Six Months Ended June 30, 2015 and 2014

(Expressed in millions of USD)

	Common shares		Special reserve*		Treasury Shares			Revaluation reserve			Hedging reserves			Translation reserves			Accumulated losses			Total
Equity at January 1, 2014		1.2		61.0		(19.0	)		6.9			(11.2	)		3.8			75.0			117.7
Comprehensive (loss)/income for the six months ended June 30, 2014:
Net loss for the year		-		-		-			-			-			-			(245.4	)		(245.4	)
Other comprehensive (loss)/income for the period		-		-		-			(0.1	)		3.3			(0.1	)		-			3.1
Total comprehensive (loss)/income for the period		-		-		-			(0.1	)		3.3			(0.1	)		(245.4	)		(242.3	)
Share-based compensation		-		-		-			-			-			-			0.1			0.1
Total changes in equity for the six months ended June 30, 2014		-		-		-			(0.1	)		3.3			(0.1	)		(245.3	)		(242.2	)
Equity at June 30, 2014		1.2		61.0		(19.0	)		6.8			(7.9	)		3.7			(170.3	)		(124.5	)

Restated	Common shares		Special reserve*		Treasury Shares			Revaluation reserve		Hedging reserves			Translation reserves			Accumulated losses			Total
Equity at January 1, 2015		1.2		61.0		(19.0	)		5.4		(6.2	)		2.6			(209.0	)		(164.0	)
Comprehensive income/(loss) for the six months ended June 30, 2015:
Net loss for the period (restated)**		-		-		-			-		-			-			(6.8	)		(6.8	)
Other comprehensive income/(loss) for the period (restated)**		-		-		-			8.5		2.6			(0.1	)		-			11.0
Total comprehensive income/(loss) for the six months ended June 30, 2015 (restated)**		-		-		-			8.5		2.6			(0.1	)		(6.8	)		4.2
Total changes in equity for the six months ended June 30, 2015 (restated)**		-		-		-			8.5		2.6			(0.1	)		(6.8	)		4.2
Equity at June 30, 2015 (restated)**		1.2		61.0		(19.0	)		13.9		(3.6	)		2.5			(215.8	)		(159.8	)

* The special reserve was established in conjunction with a capital increase in 2012. In accordance with the Danish Companies Act, the special reserve can be used by the Board of Directors to distribute dividends or for other purposes that the Board of Directors may deem appropriate.

**Please refer to Note 1 for an explanation of the restatement.

The accompanying notes are an integrated part of these financial statements.

F-63

FORMER TORM A/S

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOW

For The Six Months Ended June 30, 2014 and 2015

(Expressed in millions of USD)

	Six months ended June 30, 2015 Restated*			Six months ended June 30, 2014
CASH FLOW FROM OPERATING ACTIVITIES
Net loss for the period		(6.8	)		(245.4	)
Tax (benefit)/expenses		0.1			(0.5	)
Financial income and expenses		44.5			36.3
Amortization and depreciation		46.9			51.3
Impairment of tangible and intangible assets		15.2			192.4
Share of results of joint ventures		0.1			(0.2	)
Other non-cash movements		(1.2	)		(2.0	)
Dividends received		2.3			0.9
Dividends from joint ventures		0.5			0.5
Interest received and exchange rate gains		-			0.1
Interest paid and exchange rate losses		(4.9	)		(23.4	)
Advisor fees related to financing and restructuring plan		(14.6	)		(2.1	)
Income taxes paid		(0.9	)		(1.3	)
Change in bunkers, receivables and payables		18.5			17.7
Net cash inflow from operating activities		99.7			24.3
CASH FLOW FROM INVESTING ACTIVITIES
Investment in tangible fixed assets		(20.1	)		(22.9	)
Proceeds on sale of non-current assets		-			355.3
Net cash inflow (outflow) from investing activities		(20.1	)		332.4
CASH FLOW FROM FINANCING ACTIVITIES
Repayment/redemption, mortgage debt		(30.0	)		(342.8	)
Net cash outflow from financing activities		(30.0	)		(342.8	)
Net change in cash and cash equivalents		49.6			13.9
Cash and cash equivalents, at January 1		44.6			29.1
Cash and cash equivalents, at June 30		94.2			43.0

*Please refer to Note 1 for an explanation of the restatement.

The accompanying notes are an integrated part of these financial statements.

F-64

FORMER TORM A/S - NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

NOTE 1 – BASIS OF PREPARATION

Unless the context otherwise requires, references to the "Company," "TORM", "TORM Group", "we," "us" and "our" refer to Former TORM A/S and its subsidiaries. References to "TORM A/S" refer to the activities of TORM A/S after the combination described in Note 6.

The unaudited condensed consolidated interim financial statements of Former TORM A/S for the six months ended June 30, 2015 and 2014 are presented in accordance with IAS 34 "Interim Financial Reporting" as issued by the International Accounting Standards Board (IASB). The unaudited condensed consolidated interim financial statements should be read in conjunction with the Company's consolidated financial statements for the year ended December 31, 2014, which were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB. The accounting policies applied in the condensed consolidated interim financial statements are consistent with those in the Company's consolidated financial statements for the year ended December 31, 2014. New standards have not had any material effect on the unaudited condensed consolidated interim financial statements.

Restatement

Fair value adjustment of "Other investments"

As part of the Restructuring that occurred on July 13, 2015 (refer to note 6) TORM sold a share portfolio categorized as available-for-sale financial assets to an entity controlled by Oaktree Capital Management L.P. The shares were previously valued at $10 million as of June 30, 2015, however in connection with the negotiation process undertaken during the period as part of the Restructuring these were valued at $17 million based on the agreement entered into between the parties, and thus Management has restated the unaudited condensed consolidated interim financial statements to reflect this. The adjustment led to an increase of $7 million in other investments and the revaluation reserve in equity compared to the previous carrying value as of June 30, 2015.

Impairment charge related to the Bulk segment

The recoverable amount of the two remaining Panamax bulk vessels was determined to be $15.2 million lower than the previously reported total carrying value computed on a fair value less costs to sell basis as of June 30, 2015. The loss is recognized in the income statement as "impairment losses on tangible and intangible assets".In September 2015, TORM entered into an agreement with an unrelated third party to sell the two remaining Panamax bulk vessels, TORM Anholt and TORM Bornholm which supported this fact.

Impact

Total effect for the six months ended June 30, 2015 from the revaluation of other investments and impairment on bulk vessels is $(15.2) million, while total comprehensive income and equity is impacted by a total loss of $8.2 million. Total assets decreased $8.2 million as of June 30, 2015.

F-65

The restatement has impacted the consolidated financial statements for the six months ended June 30, 2015 as follows:

	As originally reported			Consolidated Restatement			Amount as adjusted
(USD million)
Income statement:
Impairment losses on tangible and intangible assets		-			(15.2	)		(15.2	)
Operating profit/(loss)		53.0			(15.2	)		37.8
Profit/(loss) before tax		8.5			(15.2	)		(6.7	)
Net profit/(loss) for the period		8.4			(15.2	)		(6.8	)
Other comprehensive income:
Fair value adjustment on available for sale investments		(0.9	)		7.0			6.1
Other comprehensive income after tax		4.0			7.0			11.0
Total comprehensive income		12.4			(8.2	)		4.2
Balance sheet:
Vessels and capitalized dry docking		1,192.1			(15.2	)		1,176.9
Other investments		10.0			7.0			17.0
Total non-current assets		1,206.2			(8.2	)		1,198.0
Total assets		1.397.4			(8.2	)		1,389.2
Revaluation reserves		6.9			7.0			13.9
Accumulated losses		(200.6	)		(15.2	)		(215.8	)
Total equity		(151.6	)		(8.2	)		(159.8	)
Earnings/(loss) per share:
Basic earnings/(loss) per share		17.5			(31.6	)		(14.1	)
Diluted earnings/(loss) per share		17.5			(31.6	)		(14.1	)

NOTE 2 - IMPAIRMENT TEST

During the six months ended June 30, 2014, TORM recognized an impairment of $192 million relating to the Tanker Segment as a consequence of one bank exercised its option rights leading to a sale of ten MR and three LR2 product tankers financed by this bank. After the impairment, the recoverable amount based on value in use was equal to the carrying amount. The value in use was based on a discount rate of 8.1% at that time.

As at June 30, 2015, Management performed a review of the recoverable amount of the assets by assessing the recoverable amount for the significant assets within the cash generating units: The Tanker Segment and the Bulk Segment.  As of June 30, 2015, the recoverable amount of the Tanker Segment was the value in use, whereas the recoverable amount of the Bulk Segment was based on an estimate of fair value less costs to sell.

Based on this review, Management concluded that:

· Assets within the Bulk Segment were impaired by $15.2 million as the carrying amount exceeded their recoverable amount as discussed in note 1 under the section "Restatement."

· Assets within the Tanker Segment were not further impaired as of June 30, 2015 as their recoverable amount determined by value in use exceeded the carrying amount.

In the assessment of the fair value less costs to sell of the Bulk Segment, Management included a review of market values calculated as the average of valuations from two internationally acknowledged shipbrokers.

The assessment of the value in use of the Tanker Segment was based on the present value of the expected future cash flows. The methodology used for calculating the value in use is unchanged compared to the financial statements for 2014 and accordingly the freight rate estimates in the period 2015 to 2017 are based on the Company's business plans. Beyond 2017, the freight rates are based on the 10-year historical average freight rates from industry sources adjusted by the inflation rate.

F-66

The WACC is 7.6% (June 30, 2014: 7.7%) and 7.8% at December 31, 2014.

The 10-year historic average spot freight rates as of June 30, 2015 are as follows:

· LR2 USD/day 22,856 (June 30, 2014: USD/day 24,404)

· LR1 USD/day 19,749 (June 30, 2014: USD/day 21,061)

· MR USD/day 17,355 (June 30, 2014: USD/day 18,453)

· Handysize USD/day 18,793 (June 30, 2014: USD/day 20,444)

Management believes that these major assumptions are reasonable.

The calculation of the value in use is very sensitive to changes in the key assumptions which are considered to be related to the future development in freight rates, the WACC applied as discounting factor in the calculations and the development in operating expenses. The sensitivities have been assessed as follows, all other things being equal:

· A decrease in the Tanker freight rates of USD/day 1,000 would result in an additional impairment of $135 million for the Tanker Segment

· An increase of the WACC of 1.0% would result in an additional impairment of $73 million for the Tanker Segment.

· An increase of the operating expenses of 10.0% would result in an additional impairment of $114 million for the Tanker Segment

As outlined above, the impairment tests have been prepared on the basis that the Company will continue to operate its vessels as a fleet in the current set-up. In comparison, the market value of TORM's vessels was $861 million, which is $331 million less than the carrying impaired amount.

NOTE 3 - VESSELS AND CAPITALIZED DRY-DOCKING

(USD million)	June 30, 2015 Restated			December 31, 2014
Cost:
Balance at January 1,		2,129.4			2,575.9
Additions		23.2			33.7
Disposals		(6.2	)		(10.4	)
Transferred to assets held-for-sale		-			(469.8	)
Balance		2,146.4			2,129.4
Depreciation and impairments:
Balance at January 1,		914.6			883.2
Disposals		(6.2	)		(9.2	)
Depreciation for the period		45.9			95.8
Impairment loss		15.2			191.7
Transferred to assets held-for-sale		-			(246.9	)
Balance		969.5			914.6
Carrying amount		1,176.9			1,214.8

F-67

NOTE 4 - MORTGAGE DEBT AND BANK LOANS

	June 30, 2015		December 31, 2014
(USD million)
Mortgage debt and bank loans
To be repaid as follows:
Falling due within one year		139.0		113.9
Falling due between one and two years		1,288.6		1,325.1
Total		1,427.6		1,439.0

The presented amounts to be repaid do not include directly related costs arising from the issuing of the loans of $8.9 million (June 30, 2014: $13.5 million), which are amortized over the term of the loans.

As at June 30, 2015, TORM was in compliance with the financial covenants. TORM expects to remain in compliance with the financial covenants for 2015.

NOTE 5 - SEGMENT INFORMATION

	For the three months ended June 30, 2014												For the six months ended June 30, 2014
	Tanker Segment			Bulk Segment			Not allocated			Total			Tanker Segment			Bulk Segment			Not Allocated			Total
(USD million)
Revenue		140.4			8.2			-			148.6			313.5			18.1			-			331.6
Port expenses, bunkers and commissions		(71.2	)		0.5			-			(70.7	)		(166.4	)		0.4			-			(166.0	)
Freight and bunker derivatives		0.1			-			-			0.1			0.1			(0.2	)		-			(0.1	)
Charter hire		(5.6	)		(6.5	)		-			(12.1	)		(9.8	)		(14.0	)		-			(23.8	)
Operating expenses		(38.1	)		(1.0	)		-			(39.1	)		(79.5	)		(2.0	)		-			(81.5	)
Adjusted gross profit (Net earnings from shipping activities)		25.6			1.2			-			26.8			57.9			2.3			-			60.2
Administrative expenses		-			-			(14.1	)		(14.1	)		-			-			(27.6	)		(27.6	)
Other operating income		-			-			0.8			0.8			-			-			1.3			1.3
Share of results of joint ventures		-			-			0.1			0.1			-			-			0.2			0.2
Impairment losses on tangible and intangible assets		2.6			-			-			2.6			(192.4	)		-			-			(192.4	)
Amortizations and depreciation*		(22.2	)		(0.5	)		-			(22.7	)		(50.3	)		(1.0	)		-			(51.3	)
Operating profit/(loss)		6.0			0.7			(13.2	)		(6.5	)		(184.8	)		1.3			(26.1	)		(209.6	)
Financial income		-			-			0.7			0.7			-			-			1.0			1.0
Financial expenses		-			-			(18.1	)		(18.1	)		-			-			(37.3	)		(37.3	)
Loss before tax		6.0			0.7			(30.6	)		(23.9	)		(184.8	)		1.3			(62.4	)		(245.9	)
Tax benefit		-			-			1.1			1.1			-			-			0.5			0.5
Net loss for the period		6.0			0.7			(29.5	)		(22.8	)		(184.8	)		1.3			(61.9	)		(245.4	)

*Restated to allocate previously "Not allocated" amounts to the Tanker segment

F-68

	For the three months ended June 30, 2015												For the six months ended June 30, 2015
	Tanker Segment			Bulk Segment Restated			Not allocated			Total Restated			Tanker Segment			Bulk Segment Restated			Not allocated			Total Restated
(USD million)
Revenue		136.5			3.1			-			139.6			285.5			8.3			-			293.8
Port expenses, bunkers and commissions		(44.5	)		(0.5	)		-			(45.0	)		(94.2	)		(2.1	)		-			(96.3	)
Freight and bunker derivatives		-			-			-			-			-			-			-			-
Charter hire		(5.8	)		(3.1	)		-			(8.9	)		(12.3	)		(7.9	)		-			(20.2	)
Operating expenses		(30.4	)		(0.9	)		-			(31.3	)		(60.3	)		(1.9	)		-			(62.2	)
Adjusted gross profit (Net earnings from shipping activities)		55.8			(1.4	)		-			54.4			118.7			(3.6	)		-			115.1
Administrative expenses		-			-			(10.7	)		(10.7	)		-			-			(21.2	)		(21.2	)
Other operating income		-			-			3.4			3.4			-			-			6.1			6.1
Share of results of joint ventures		-			-			-			-			-			-			(0.1	)		(0.1	)
Impairment losses on tangible and intangible assets		-			(15.2	)		-			(15.2	)		-			(15.2	)		-			(15.2	)
Amortizations and depreciation		(23.5	)		(0.5	)		-			(24.0	)		(45.9	)		(1.0	)		-			(46.9	)
Operating profit/(loss)		32.3			(17.1	)		(7.3	)		7.9			72.8			(19.8	)		(15.2	)		37.8
Financial income		-			-			0.1			0.1			-			-			3.1			3.1
Financial expenses		-			-			(23.6	)		(23.6	)		-			-			(47.6	)		(47.6	)
Loss before tax		32.3			(17.1	)		(30.8	)		(15.6	)		72.8			(19.8	)		(59.7	)		(6.7	)
Tax benefit (expenses)		-			-			0.2			0.2			-			-			(0.1	)		(0.1	)
Net loss for the period		32.3			(17.1	)		(30.6	)		(15.4	)		72.8			(19.8	)		(59.8	)		(6.8	)

*Restated to allocate previously "Not allocated" amounts to the Tanker segment

F-69

During the year, there have been no transactions between the Tanker Division and the Bulk Division, and therefore all revenue derives from external customers.

NOTE 6 - SUBSEQUENT EVENTS THROUGH OCTOBER 16, 2015

TORM has completed its Restructuring including (i) a write-down of debt of $535 million in exchange for warrants with an estimated fair value of $18 million, (ii) a conversion of debt of $312 million in exchange for approximately 35.7 billion A shares to the converting lenders and (iii) contribution by OCM Njord Holdings S.à.r.l. ("Njord") of 25 product tankers on water and six MR product tanker newbuildings in exchange for approx. 59.5 billion A shares. As a consequence, Njord holds 61.99% of TORM's outstanding shares, while DW Partners, LP holds in excess of 5% of the outstanding shares. The Restructuring will be accounted for as a reverse acquisition in accordance with IFRS 3, "Business combinations", which means that for financial reporting purposes, Njord and its subsidiaries are considered to be the accounting acquirer and as such, the continuing reporting entity. Consequently, the consolidated financial information for the full year 2015 will reflect the activities of Njord only during the period from January 1, 2015 and until completion of the Restructuring (being July 13, 2015), whereas the period from completion of the Restructuring and until December 31, 2015 will reflect the combined activity of TORM and Njord.

As at close of business July 13, 2015, the Combined Group (TORM and Njord) had available liquidity in the form of cash and cash equivalents in excess of $125 million (of which $55 million represents an Oaktree cash injection) and the undrawn Working Capital Facility of $75.0 million.

On July 24, 2015 TORM has published a listing prospectus to admit the new A shares to trading and official listing on Nasdaq Copenhagen.

The Danish Financial Supervisory Authority has issued an exemption from the Danish mandatory takeover rules to Oaktree Capital Management L.P. and certain subsidiaries.

On August 25, 2015 TORM held an Extraordinary General Meeting where Mr. Olivier Dubois, Mr. Alexander Green, Mr. Jon Syvertsen and Flemming Ipsen, stepped down from TORM's Board of Directors. Christopher H. Boehringer was elected new Chairman of the Board of Directors, and Torben Janholt and Pär Göran Trapp were elected as new members of the Board of Directors. David Weinstein was elected new Deputy Chairman of the Board of Directors, and Jeffrey S. Stein and Eugene Irwin Davis were elected first and second alternate for the Deputy Chairman, respectively. The proposed share consolidation (reverse stock split) of all of TORM's A shares in the ratio of 1,500:1, whereby any holding of 1,500 A shares of DKK 0.01 is consolidated into one A share of DKK 15, was approved.

On September 23, 2015 TORM entered into an agreement with an unrelated third party to sell the two Panamax bulk vessels TORM Anholt and TORM Bornholm (both built in 2004). The sale is in line with TORM's strategy to exit the bulk activities and focus on scale and operational platform in the product tanker segment. TORM's other bulk activities cover one chartered-in vessel which will be redelivered to the owner in October 2015, and TORM will thus fully exit all bulk activities following the sale of TORM Anholt and TORM Bornholm.

On September 23, 2015 TORM entered into memoranda of agreement to purchase three secondhand MR product tankers, the Maxwell Bay, Maersk Malta and Halstead Bay built in 2012, 2010 and 2007, respectively, for an aggregate purchase price of approximately $79.7 million. We plan to finance the acquisition of these vessels with cash from operations and borrowings under the new Danske Bank Facility. We expect to take delivery of the MR vessels in October and November 2015.

On September 24, 2015 TORM A/S completed the reverse stock split of all A shares at a consolidation ratio of 1,500:1 as adopted at the Extraordinary General Meeting in TORM A/S held on August 25, 2015 and a consolidation of the warrants issued by TORM A/S on July 13, 2015 at a consolidation ratio of 1,500:1 in accordance with the warrants terms set out in TORM A/S' articles of association. All share and per share data in the unaudited condensed consolidated interim financial statements gives retroactive effect to the reverse stock split of all common shares at a consolidation ratio of 1,500:1.

F-70

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Former TORM A/S, Hellerup, Denmark

We have audited the accompanying consolidated balance sheets of Former TORM A/S and subsidiaries (the "Company") as of December 31, 2014 and 2013 and the related consolidated statements of income, comprehensive income, changes in equity and cash flow for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Former TORM A/S and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Copenhagen, October 16, 2015 (September 5, 2017 as to the effects of the reverse stock split in 2015)

Deloitte Statsautoriseret Revisonspartnerselskab

CVR no. 33963556

/s/ Sumit SudanState Authorised Public Accountant

F-71

FORMER TORM A/S

CONSOLIDATED INCOME STATEMENTS

For The Years Ended December 31, 2014, 2013 and 2012

(Expressed in millions of USD, except for per share amounts)

	Note		2014			2013			2012
Revenue		3		624.1			992.3			1,121.2
Port expenses, bunkers and commissions				(298.1	)		(550.5	)		(665.4	)
Freight and bunkers derivatives				(0.2	)		1.4			9.9
Charter hire				(53.6	)		(119.2	)		(389.6	)
Operating expenses		4		(149.2	)		(173.6	)		(168.9	)
Loss from sale of vessels				-			-			(26.0	)
Administrative expenses		4, 5		(51.0	)		(56.5	)		(67.2	)
Other operating income				4.6			1.7			1.0
Share of results of joint ventures		28		0.4			0.5			(9.4	)
Impairment losses on joint ventures		9		0.0			0.0			(41.5	)
Impairment losses on tangible and intangible assets		9, 26		(191.7	)		(59.8	)		(74.2	)
Amortizations and depreciation		7, 8		(96.3	)		(126.9	)		(138.2	)
Operating loss				(211.0	)		(90.6	)		(448.5	)
Financial income		10		3.8			4.2			11.8
Financial expenses		10		(76.2	)		(79.7	)		(142.4	)
Loss before tax				(283.4	)		(166.1	)		(579.1	)
Tax benefit/(expense)		13		(0.8	)		3.9			(1.6	)
Net loss for the year				(284.2	)		(162.2	)		(580.6	)
Basic loss per share (USD)		29		(591.0	)		(337.3	)		(4,887.2	)
Diluted loss per share (USD)		29		(591.0	)		(337.3	)		(4,887.2	)

The accompanying notes are an integrated part of these financial statements.

F-72

FORMER TORM A/S

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For The Years Ended December 31, 2014, 2013 and 2012

(Expressed in millions of USD)

	2014			2013			2012
Net loss for the year		(284.2	)		(162.2	)		(580.6	)
Other comprehensive income/(loss):
Items that may be reclassified to profit or loss:
Exchange rate adjustments arising on translation of foreign subsidiaries		(1.0	)		(0.3	)		0.3
Reclassification adjustments relating to disposed entities		(0.2	)		-			-
Fair value adjustment on hedging instruments		(2.3	)		-			(11.1	)
Fair value adjustment on hedging instruments transferred to income statement		7.3			11.6			18.2
Fair value adjustment on available for sale investments		(1.5	)		0.6			0.2
Other comprehensive income after tax*		2.3			11.9			7.6
Total comprehensive loss for the year		(281.9	)		(150.3	)		(573.1	)

*) No income tax falls on other comprehensive income items

The accompanying notes are an integrated part of these financial statements.

F-73

FORMER TORM A/S

CONSOLIDATED BALANCE SHEETS

As of December 31, 2014 and 2013

(Expressed in millions of USD)

	Note		2014		2013
ASSETS
NON-CURRENT ASSETS
Intangible assets		7,9		1.4		1.5
Tangible fixed assets
Land and buildings				-		-
Vessels and capitalized dry-docking		8		1,214.8		1,692.7
Other plant and operating equipment				3.0		4.7
Total tangible fixed assets		8, 9		1,217.8		1,697.4
Financial assets
Investments in joint ventures		28		0.9		1.0
Other investments		6		10.9		12.3
Total financial assets				11.8		13.4
Total non-current assets				1,231.0		1,712.3
CURRENT ASSETS
Bunkers				23.9		46.1
Freight receivables		11		71.8		79.7
Other receivables		12		5.2		13.3
Prepayments				7.7		7.6
Cash and cash equivalents				44.6		29.1
Total current assets excluding assets held for sale				153.3		175.8
Assets held for sale		26		-		119.5
Total current assets				153.3		295.3
TOTAL ASSETS				1,384.2		2,007.6

The accompanying notes are an integrated part of these financial statements.

F-74

FORMER TORM A/S

CONSOLIDATED BALANCE SHEETS (continued)

As of December 31, 2014 and 2013

(Expressed in millions of USD)

	Note		2014			2013
EQUITY AND LIABILITIES
EQUITY
Common shares		14		1.2			1.2
Special reserve				61.0			61.0
Treasury shares		14		(19.0	)		(19.0	)
Revaluation reserves				5.5			6.9
Hedging reserves				(6.1	)		(11.1	)
Currency translation reserves				2.5			3.7
Retained profit/(Accumulated losses)				(209.1	)		75.0
Total equity				(164.0	)		117.7
LIABILITIES
NON-CURRENT LIABILITIES
Deferred tax liability		13		45.0			46.3
Mortgage debt and bank loans		2, 17, 18, 20		1,319.2			1,565.2
Finance lease liabilities		21		11.9			12.9
Deferred income		15		2.8			4.0
Total non-current liabilities				1,378.9			1,628.5
CURRENT LIABILITIES
Mortgage debt and bank loans		2, 17, 18, 20		107.9			168.6
Trade payables				18.3			43.9
Current tax liabilities				2.0			1.6
Other liabilities		16, 20		38.8			43.5
Deferred income		15		2.3			3.9
Total current liabilities				169.3			261.5
TOTAL LIABILITIES				1,548.2			1,889.9
TOTAL EQUITY AND LIABILITIES				1,384.2			2,007.6

The accompanying notes are an integrated part of these financial statements.

F-75

FORMER TORM A/S

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

As of December 31, 2014, 2013 and 2012

(Expressed in millions of USD)

	Common shares			Special reserve*)		Treasury Shares**)			Revaluation reserve		Hedging reserves			Translation reserves		Retained profit/ (Accumulated losses)			Total
Equity at January 1, 2012		61.1			-		(17.3	)		6.2		(29.8	)		3.7		620.0			643.9
Changes in Equity 2012:
Comprehensive income for the year:
Net loss for the year		-			-		-			-		-			-		(580.6	)		(580.6	)
Other comprehensive income/(loss) for the year		-			-		-			0.1		7.1			0.3		-			7.5
Total comprehensive income/(loss) for the year		-			-		-			0.1		7.1			0.3		(580.6	)		(573.1	)
Share capital decrease		(61.0	)		61.0		-			-		-			-		-			-
Conversion of debt		1.1			-		-			-		-			-		198.9			200.0
Acquisition of treasury shares, cost		-			-		(1.8	)		-		-			-		-			(1.8	)
Transaction cost share issue		-			-		-			-		-			-		(3.0	)		(3.0	)
Share-based compensation		-			-		-			-		-			-		1.3			1.3
Total changes in equity 2012		(59.9	)		61.0		(1.8	)		0.1		7.1			0.3		(383.4	)		(376.6	)
Equity at December 31, 2012		1.2			61.0		(19.1	)		6.3		(22.7	)		4.0		236.6			267.3

	Common shares		Special reserve*)		Treasury Shares**)			Revaluation reserve		Hedging reserves			Translation reserves			Retained profit/ (Accumulated losses)			Total
Equity at January 1, 2013		1.2		61.0		(19.1	)		6.3		(22.7	)		4.0			236.6			267.3
Changes in Equity 2013:
Comprehensive income for the year:
Net loss for the year		-		-		-			-		-			-			(162.2	)		(162.2	)
Other comprehensive income/(loss) for the year		-		-		-			0.6		11.6			(0.3	)		-			11.9
Total comprehensive income/(loss) for the year		-		-		-			0.6		11.6			(0.3	)		(162.2	)		(150.3	)
Disposal of treasury shares, cost		-		-		0.1			-		-			-			-			0.1
Share-based compensation		-		-		-			-		-			-			0.6			0.6
Total changes in equity 2013		-		-		0.1			0.6		11.6			(0.3	)		(161.6	)		(149.6	)
Equity at December 31, 2013		1.2		61.0		(19.0	)		6.9		(11.1	)		3.7			75.0			117.7

F-76

	Common shares		Special reserve*)		Treasury Shares**)			Revaluation reserve			Hedging reserves			Translation reserves			Retained profit/ (Accumulated losses)			Total
Equity at January 1, 2014		1.2		61.0		(19.0	)		6.9			(11.1	)		3.7			75.0			117.7
Changes in equity 2014:
Comprehensive income for the year:
Net loss for the year		-		-		-			-			-			-			(284.2	)		(284.2	)
Other comprehensive (loss)/income for the year		-		-		-			(1.5	)		5.0			(1.2	)		-			2.3
Total comprehensive (loss)/income for the year		-		-		-			(1.5	)		5.0			(1.2	)		(284.2	)		(281.9	)
Share-based compensation		-		-		-			-			-			-			0.1			0.1
Total changes in equity 2014		-		-		-			(1.5	)		5.0			(1.2	)		(284.1	)		(281.7	)
Equity at December 31, 2014		1.2		61.0		(19.0	)		5.5			(6.1	)		2.5			(209.1	)		(164.0	)

*) The special reserve was established in conjunction with a capital increase in 2012. In accordance with the Danish Companies Act, the special reserve can be used by the Board of Directors to distribute dividends or for other purposes that the Board of Directors may deem appropriate.

**) Please refer to note 14 in the consolidated financial statements for further information on treasury shares.

The accompanying notes are an integrated part of these financial statements.

F-77

FORMER TORM A/S

CONSOLIDATED STATEMENTS OF CASH FLOW

For The Years Ended December 31, 2014, 2013 and 2012

(Expressed in millions of USD)

	Note			2014		2013	2012
CASH FLOW FROM OPERATING ACTIVITIES
Net loss for the year				(284.2)		(162.2)	(580.6)
Tax expenses				0.8		(3.9)	1.6
Financial income and expenses				72.4		75.5	130.6
Net loss from sale of vessels				-		-	26.0
Amortization and depreciation				96.3		126.9	138.2
Impairment of jointly controlled entities			-	-		-	41.5
Impairment of tangible and intangible assets				191.7		59.8	74.2
Share of results of joint ventures				(0.4)		(0.5)	9.4
Restructuring charter-in fee				-		-	168.9
Other non-cash movements		27		(6.6)		5.3	2.8
Dividends received				0.9		0.5	0.4
Dividends from joint ventures				0.5		0.5	-
Interest received and exchange rate gains				0.1		0.1	0.7
Interest paid and exchange rate losses				(34.7)		(55.1)	(51.6)
Advisor fees related to financing and restructuring plan				(12.2)		(1.2)	(65.0)
Income taxes paid/repaid				(1.9)		(1.9)	(2.9)
Change in bunkers, receivables and payables		27		4.2		24.2	6.3
Net cash (outflow) / inflow from operating activities				26.9		68.0	(99.5)
CASH FLOW FROM INVESTING ACTIVITIES
Investment in tangible fixed assets					(42.3)	(41.3)	(59.4)
Loans to jointly controlled entities				-		-	8.2
Sale of equity interests and securities				-		-	1.9
Proceeds on sale of non-current assets				355.3		134.7	49.6
Net cash inflow from investing activities				313.0		93.4	0.3
CASH FLOW FROM FINANCING ACTIVITIES
Borrowing of mortgage debt				25.0		18.0	82.5
Repayment/redemption of mortgage debt and finance lease liabilities				(349.4)		(177.6)	(36.8)
Transaction costs for share issue				-		(1.1)	(1.9)
Purchase/disposal of treasury shares				-		0.1	(1.8)
Net cash inflow / (outflow) from financing activities				(324.4)		(160.6)	42.0
Net change in cash and cash equivalents				15.5		0.8	(57.2)
Cash and cash equivalents, at January 1				29.1		28.3	85.5
Cash and cash equivalents, at December 31				44.6		29.1	28.3

The accompanying notes are an integrated part of these financial statements.

F-78

FORMER TORM A/S - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

NOTE 1 - ACCOUNTING POLICIES, CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The financial statements comply with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

The financial statements are prepared in accordance with the historical cost convention except where fair value accounting is specifically required by IFRS.

The functional currency in all major entities is United States dollars, and the Company applies United States dollars as presentation currency in the preparation of the financial statements.

Unless the context otherwise requires, references to the "Company," "TORM", "TORM Group", "we," "us" and "our" refer to Former TORM A/S and its subsidiaries. References to "TORM A/S" refer to the activities of TORM A/S after the combination described in Note 2.

ADOPTION OF NEW OR AMENDED IFRSs

TORM has implemented the following interpretations in the financial statements for 2014:

· IFRIC 21 "Levies"

IFRIC 21 had no effect on the accounting policies.

Moreover TORM has implemented the minor changes to:

· IFRS 10 "Consolidated Financial Statements", IFRS 12 "Disclosure of Interests in Other Entities" and IAS 27 "Separate Financial Statements – Amendments for investments entities

· IAS 32 "Financial Instruments: Presentation" – Amendments relating to the offsetting of assets and liabilities

· IAS 36 "Impairment of Assets" - Amendments arising from Recoverable Amount Disclosures for Non-Financial Assets

· IAS 39 "Financial Instruments: Recognition and Measurement" - Amendments for novations of derivatives

The implementation of the amendments did not affect TORM's accounting policies.

ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

IASB has issued a number of new or amended and revised accounting standards and interpretations that have not yet come into effect.

· IFRS 9 'Financial Instruments'. The standard and subsequent amendments will substantially change the classification and measurement of financial instruments and hedging requirements. The new standard and amendments have not yet been endorsed by the European Union. IASB has tentatively decided that the mandatory effective date of the standard will be no earlier than annual periods beginning on or after January 1, 2018.

· IFRS 15 "Revenue from Contracts with Customers"

· Amendments to IFRS 10, IFRS 12 and IAS 28: Investment Entities - "Applying the Consolidation Exception"

F-79

· Amendments to IFRS 11 "Accounting for Acquisitions of Interests in Joint Operations"

· Amendments to IAS 1: "Disclosure Initiative"

· Amendments to IAS 16 and IAS 38 "Clarification of Acceptable Methods of Depreciation and Amortization"

· Amendments to IAS 19 "Defined Benefit Plans: Employee Contributions"

· Amendments to IAS 27 "Equity Method in Separate Financial Statements"

· Changes from Annual Improvements to IFRSs 2010–2012

· Changes from Annual Improvements to IFRSs 2011–2013

· Changes from Annual Improvements to IFRSs 2012-2014

The impact on the financial statements has not yet been determined on a sufficiently reliable basis.

KEY ACCOUNTING POLICIES

The Management considers the following to be the most important accounting policies for the TORM Group.

Participation in pools

TORM generates its revenue from shipping activities, which to some extent are conducted through pools. In pools a manager of each pool has the responsibility for the commercial management of the participating vessels, including the marketing, chartering, operation and bunker (fuel oil) purchase of the vessels. Each pool is administered by a pool board, which is comprised of representatives of each pool participant. The pool boards set the pools' policies and issue directives to the pool managers. The pool participants remain responsible for all other costs including the financing, insurance, manning and technical management of their vessels. The earnings of all of the vessels are aggregated and divided according to the relative performance capabilities of the vessel and the actual earning days each vessel is available.

Total pool revenue is generated from each vessel participating in the pools in which the Group participates and is based on either voyage or time charter parties. The pool measures revenue based on the contractual rates and the duration of each voyage, and revenue is recognized upon delivery of services in accordance with the terms and conditions of the charter parties.

The pools are considered as joint operations, which is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the asset and liabilities relating to the arrangement. Joint control is considered as the contractually agreed sharing of control of the arrangement, where the decisions for the relevant activities require unanimous consent from the partners in the arrangement.

TORM recognizes the Company's share of the income statement and balance sheet in the respective pools by recognizing a proportional share, based on participation in the pool, combining items of a uniform nature.

The Company's share of the income in the pools is primarily dependent on the number of days the Company's vessels have been available for the pools in relation to the total available pool earning days during the period.

F-80

In 2014, TORM acted as pool manager of one pool in which the Company is participating with a significant number of vessels. As pool manager TORM receives a chartering commission income to cover the expenses associated with this role. The chartering commission income is calculated as a fixed percentage of the freight income from each charter agreement. If the pool does not earn any freight income, TORM will not receive any commission income. The commission income is recognized in the income statement under "Other operating income" simultaneously with the recognition of the underlying freight income in the pool.

Cross-over voyages

Revenue is recognized upon delivery of services in accordance with the terms and conditions of the charter parties. For cross-over voyages (voyages in progress at the end of a reporting period) the uncertainty and the dependence on estimates are greater than for finalized voyages. The Company recognizes a percentage of the estimated revenue for the voyage equal to the percentage of the estimated duration of the voyage completed at the balance sheet date. The estimate of revenue is based on the expected duration and destination of the voyage. Voyage expenses are recognized as incurred.

When recognizing revenue, there is a risk that the actual number of days it takes to complete the voyage will differ from the estimate, and for time charter parties a lower day rate may have been agreed for additional days. The contract for a single voyage may state several alternative destination ports. The destination port may change during the voyage, and the rate may vary depending on the destination port. Changes to the estimated duration of the voyage as well as changing destinations and weather conditions will affect the voyage expenses.

Demurrage revenue

Freight contracts contain conditions regarding the amount of time available for loading and discharging of the vessel. If these conditions are breached, TORM is compensated for the additional time incurred in the form of demurrage revenue. Demurrage revenue is recognized upon delivery of services in accordance with the terms and conditions of the charter parties. Upon completion of the voyage, the Company assesses the time spent in port, and a demurrage claim based on the relevant contractual conditions is submitted to the charterers. The claim will often be met by counterclaims due to differences in the interpretation of the agreement compared to the actual circumstances of the additional time used. Based on previous experience, 95% of the demurrage claim submitted is recognized as demurrage revenue. The Company receives the demurrage payment upon reaching final agreement of the amount, which on average is approximately 100 days after the original demurrage claim was submitted. If the Group accepts a reduction of more than 5% of the original claim, or if the charterer is not able to pay, demurrage revenue will be affected.

Vessels

Vessels are measured at cost less accumulated depreciation and accumulated impairment losses. Cost comprises acquisition cost and costs directly related to the acquisition up until the time when the asset is ready for use, including interest expenses incurred during the period of construction, based on the loans obtained for the vessels. All major components of vessels except for dry-docking costs are depreciated on a straight-line basis to the estimated residual value over their estimated useful lives, which TORM estimates to be 25 years. The Company considers that a 25-year depreciable life is consistent with that used by other shipowners with comparable tonnage. Depreciation is based on cost less the estimated residual value. Residual value is estimated as the lightweight tonnage of each vessel multiplied by scrap value per ton. The useful life and the residual value of the vessels are reviewed at least at each financial year-end based on market conditions, regulatory requirements and the Company's business plans.

The Company also evaluates the carrying amounts to determine if events have occurred that indicate impairment and would require a modification of their carrying amounts. Prepayment on vessels is measured at costs incurred.

F-81

Dry-docking

Approximately every 30 and 60 months depending on the nature of work and external requirements, the vessels are required to undergo planned dry-dockings for replacement of certain components, major repairs and maintenance of other components, which cannot be carried out while the vessels are operating. These dry-docking costs are capitalized and depreciated on a straight-line basis over the estimated period until the next dry-docking. The residual value of such components is estimated at nil. The useful life of the dry-docking costs are reviewed at least at each financial year-end based on market conditions, regulatory requirements and TORM's business plans.

A portion of the cost of acquiring a new vessel is allocated to the components expected to be replaced or refurbished at the next dry-docking. Depreciation hereof is carried over the period until the next dry-docking. For newbuildings, the initial dry-docking asset is estimated based on the expected costs related to the first-coming dry-docking, which again is based on experience and past history of similar vessels. For second-hand vessels, a dry-docking asset is also segregated and capitalized separately, taking into account the normal docking intervals of the Company.

At subsequent dry-dockings the costs comprise the actual costs incurred at the dry-docking yard. Dry-docking costs may include the cost of hiring crews to effect replacements and repairs and the cost of parts and materials used, cost of travel, lodging and supervision of Company personnel and the cost of hiring third-party personnel to oversee a dry-docking. Dry-docking activities include, but are not limited to, the inspection, service on turbocharger, replacement of shaft seals, service on boiler, replacement of hull anodes, applying of antifouling and hull paint, steel repairs and refurbishment and replacement of other parts of the vessel.

Deferred tax

All significant Danish entities within the Group entered into the Danish tonnage tax scheme for a binding 10-year period with effect from January 1, 2001. As a consequence of an acquisition in 2007, a new 10-year binding period commenced with effect from January 1, 2008. Under the Danish tonnage tax scheme, taxable income is not calculated on the basis of income and expenses as under the normal corporate taxation. Instead, taxable income is calculated with reference to the tonnage used during the year. The taxable income of a company for a given period is calculated as the sum of the taxable income under the tonnage tax scheme and the taxable income from the activities that are not covered by the tonnage tax scheme computed in accordance with the ordinary Danish corporate tax rules.

If the entities' participation in the Danish tonnage tax scheme is abandoned, or if the entities' level of investment and activity is significantly reduced, a deferred tax liability will become payable. A deferred tax liability is recognized in the balance sheet at each period end calculated using the balance sheet liability method. The deferred tax liability relating to the vessels is measured on the basis of the difference between the tax base of the vessels at the date of entry into the tonnage tax scheme and the lower of cost and the realized or realizable sales value of the vessels.

OTHER ACCOUNTING POLICIES

Consolidation principles

The consolidated financial statements comprise the financial statements of the Parent Company, Former TORM A/S, and entities controlled by the Company. Control is achieved when the Company:

· has the power over the investee; and

· is exposed, or has the right to variable returns from involvement with the investee; and

· has the ability to use its power to affect its returns

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of controls listed above.

F-82

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities unilaterally. The Company considers all facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

· The size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders

· Potential voting rights held by the Company, other vote holders or other parties

· Rights arising from other contractual arrangements

· Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting pattern at previous shareholders' meetings.

Entities in which the Group exercises significant, but not controlling influence, are regarded as associated companies and are recognized using the equity method.

Companies which are by agreement managed jointly with one or more companies and therefore are subject to joint control (joint ventures) are accounted for using the equity method.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ends when the Company loses control over the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed during the year are included in the consolidated income statement and other comprehensive income from the date that the Company obtains control until the date when the Company loses control over the subsidiary.

The consolidated financial statements are prepared on the basis of the financial statements of the Parent Company, its subsidiaries and the Company's share of the income statement and balance sheet of joint operations by combining items of a uniform nature and eliminating intercompany transactions, balances and shareholdings as well as realized and unrealized gains and losses on transactions between the consolidated entities. The financial statements used for consolidation purposes are prepared in accordance with the Company's accounting policies.

Foreign currencies

The functional currency of all significant entities, including subsidiaries and associated companies, is United States dollars, because the Company's vessels operate in international shipping markets, in which income and expenses are settled in United States dollars, and the Companies most significant assets and liabilities in the form of vessels and related liabilities are denominated in United States dollars. Transactions in currencies other than the functional currency are translated into the functional currency at the transaction date. Cash, receivables and payables and other monetary items denominated in currencies other than the functional currency are translated into the functional currency at the exchange rate at the balance sheet date. Gains or losses due to differences between the exchange rate at the transaction date and the exchange rate at the settlement date or the balance sheet date are recognized in the income statement under "Financial income and expenses".

An exchange rate gain or loss relating to a non-monetary item carried at fair value is recognized in the same line as the fair value adjustment.

The reporting currency of the Company is United States dollars. Upon recognition of entities with functional currencies other than United States dollars, the financial statements are translated into United States dollars. Income statement items are translated into United States dollars at the average exchange rates for the period, whereas balance sheet items are translated at the exchange rates as at the balance sheet date. Exchange differences arising from the translation of financial statements into United States dollars are recognized as a separate component of equity. On the disposal of an entity, the cumulative amount of the exchange differences recognized in the separate component of equity relating to that entity is transferred to the income statement as part of the gain or loss on disposal.

F-83

Derivative financial instruments

Derivative financial instruments, primarily interest rate swaps, forward currency exchange contracts, forward freight agreements and forward contracts regarding bunker purchases, are entered to hedge future committed or anticipated transactions. TORM applies hedge accounting under the specific rules on cash flow hedges when appropriate.

Derivative financial instruments are initially recognized in the balance sheet at fair value at the date when the derivative contract is entered into and are subsequently measured at their fair value as other receivables or other liabilities, respectively.

Changes in the fair value of derivative financial instruments, which are designated as cash flow hedges and deemed to be effective, are recognized directly in "Other comprehensive income". When the hedged transaction is recognized in the income statement, the cumulative value adjustment recognized in "Other comprehensive income" is transferred to the income statement and included in the same line as the hedged transaction. However, when the hedged transaction results in the recognition of a fixed asset, the gains and losses previously accumulated in "Other comprehensive income" are transferred from "Other comprehensive income" and included in the initial measurement of the cost of the fixed asset. Changes in the fair value of a portion of a hedge deemed to be ineffective are recognized in the income statement.

Changes in the fair value of derivative financial instruments that are not designated as hedges are recognized in the income statement. While effectively reducing cash flow risk in accordance with the risk management policy of the Company, interest rate swaps with cap features and certain forward freight agreements and forward contracts regarding bunker purchases do not qualify for hedge accounting. Changes in fair value of these derivate financial instruments are therefore recognized in the income statement under "Financial income or expenses" for interest rate swaps with cap features and under "Freight and bunkers derivatives" for forward freight agreements and forward bunker contracts.

Segment information

TORM consists of two business segments: The Tanker Division and the Bulk Division. This segmentation is based on our internal management and reporting structure. In the tanker segment, the services provided primarily comprise transport of refined oil products such as gasoline, jet fuel and naphtha, and in the bulk segment the services provided comprise transport of dry cargo – typically commodities such as coal, grain, iron ore, etc. Transactions between segments are based on market-related prices and are eliminated at Group level. The Group only has one geographical segment, because the Company considers the global market as a whole, and as the individual vessels are not limited to specific parts of the world. Furthermore, the internal management reporting does not provide such information. Consequently, it is not possible to provide geographical segment information on revenue from external customers or non-current segment assets.

The accounting policies applied for the segments regarding recognition and measurement are consistent with the policies for TORM as described in this note.

The segment income statement comprises income directly attributable to the segment and expenses which are directly or indirectly attributable to the segment.

Not allocated items primarily comprise revenues and expenses relating to the Company's administrative functions and investment activities, including cash and bank balances, interest-bearing debt, income tax, deferred tax, etc.

Employee benefits

Wages, salaries, social security contributions, paid holiday and sick leave, bonuses and other monetary and non-monetary benefits are recognized in the year in which the employees render the associated services.

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Pension plans

The Group has entered into defined contribution plans only. Pension costs related to defined contribution plans are recorded in the income statement in the year to which they relate.

Share-based payment

For the period 2007-2009, the Management and all land-based employees and officers employed on permanent contracts (apart from trainees, apprentices and cadets) that were directly employed by Former TORM A/S participated in an incentive scheme, which included grants of shares and share options. In 2010 and 2011, a new incentive scheme comprising share options has been established for Management and certain key employees. The schemes do not provide the choice of cash settlement instead of shares. The value of the services received as consideration for the shares and share options granted under the schemes is measured at the fair value of the granted shares and share options. The fair value is measured at the grant date and is recognized in the income statement as staff costs under administrative expenses and operating expenses over the vesting period. The counter item is recognized in equity. The fair value is measured based on the Black-Scholes and Monte Carlo models.

Leases

Agreements to charter in vessels and to lease other plant and operating equipment, where TORM has substantially all the risks and rewards of ownership, are recognized in the balance sheet as finance leases. Lease assets are measured at the lower of fair value and the present value of minimum lease payments determined in the leases.

For the purpose of calculating the present value, the interest rate implicit in the lease or an incremental borrowing rate is used as discount factor. The lease assets are depreciated and written down under the same accounting policy as the vessels owned by the Company or over the lease period depending on the lease terms.

The corresponding lease obligation is recognized as a liability in the balance sheet, and the interest element of the lease payment is charged to the income statement as incurred.

Other charter agreements concerning vessels and other leases are classified as operating leases, and lease payments are charged to the income statement on a straight-line basis over the lease term. The obligation for the remaining lease term is disclosed in the notes to the financial statements.

Agreements to charter out vessels, where substantially all the risks and rewards of ownership are transferred to the lessee, are classified as finance leases, and an amount equal to the net investment in the lease is recognized and presented in the balance sheet as a receivable. The carrying amount of the vessel is de-recognized and any gain or loss on disposal is recognized in the income statement. Other agreements to charter out vessels are classified as operating leases and lease income is recognized in the income statement on a straight-line basis over the lease term.

Sale and leaseback transactions

A gain or loss related to a sale and leaseback transaction resulting in a finance lease is deferred and amortized in proportion to the gross rental on the time charter over the lease term.

A gain related to a sale and leaseback transaction resulting in an operating lease is recognized in the income statement immediately, provided the transaction is established at fair value or the sales price is lower than the fair value. If the sales price exceeds the fair value, the difference between the sales price and the fair value is deferred and amortized in proportion to the lease payments over the term of the lease. A loss related to a sale and leaseback transaction resulting in an operating lease is recognized in the income statement at the date of the transaction except if the loss is compensated by future lease payments below fair value, the loss is deferred and amortized in proportion to the lease payments over the term of the lease.

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INCOME STATEMENT

Revenue

Income, including Revenue, is recognized in the income statement when:

· The income generating activities have been carried out on the basis of a binding agreement

· The income can be measured reliable

· It is probable that the economic benefits associated with the transaction will flow to the Company

· Costs relating to the transaction can be measured reliably

Revenue comprises freight, charter hire and demurrage revenues from the vessels and gains and losses on forward freight agreements designated as hedges. Revenue is recognized when it meets the general criteria mentioned above and when the stage of completion can be measured reliably. Accordingly, freight, charter hire and demurrage revenue are recognized at selling price upon delivery of the service according to the charter parties concluded.

Port expenses, bunkers and commissions

Port expenses, bunker fuel consumption and commissions are recognized as incurred. Gains and losses on forward bunker contracts designated as hedges and write-down and provisions for losses on freight receivables are included in this line.

Freight and bunkers derivatives

Freight and bunkers derivatives comprise fair value adjustments and gains and losses on forward freight agreements, forward bunker contracts and other derivative financial instruments directly relating to shipping activities which are not designated as hedges.

Charter hire

Charter hire comprises expenses related to the chartering in of vessels incurred in order to achieve the revenue for the period.

Operating expenses

Operating expenses, which comprise crew expenses, repair and maintenance expenses and tonnage duty, are expensed as incurred.

Net profit/(loss) from sale of vessels

Net profit/(loss) from sale of vessels is recognized when the significant risks and rewards of ownership have been transferred to the buyer, and it is measured as the difference between the sales price less sales costs and the carrying amount of the asset. Net profit/(loss) from sale of vessels also includes onerous contracts related to sale of vessels and losses from cancellation of newbuilding contracts.

Administrative expenses

Administrative expenses, which comprise administrative staff costs, management costs, office expenses and other expenses relating to administration, are expensed as incurred.

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Other operating income

Other operating income primarily comprises chartering commissions, management fees and profits and losses deriving from the disposal of other plant and operating equipment.

Amortizations, depreciation and impairment losses

Amortizations, depreciation and impairment losses comprise amortization of other intangible assets and depreciation of tangible fixed assets for the period as well as the write-down of the value of assets by the amount by which the carrying amount of the asset exceeds its recoverable amount. In the event of indication of impairment, the carrying amount is assessed and the value of the asset is written down to its recoverable amount equal to the higher of value in use based on net present value of future earnings from the assets and its fair value less costs to sell.

Financial income

Financial income comprises interest income, realized and unrealized exchange rate gains relating to transactions in currencies other than the functional currency, realized gains from other equity investments and securities, unrealized gains from securities, dividends received and other financial income including value adjustments of certain financial instruments not accounted for as hedges of future transactions.

Interest is recognized in accordance with the accrual basis of accounting taking into account the effective interest rate. Dividends from other investments are recognized when the right to receive payment has been decided, which is typically when the dividend has been declared and can be received without conditions.

Financial expenses

Financial expenses comprise interest expenses, financing costs of finance leases, realized and unrealized exchange rate losses relating to transactions in currencies other than the functional currency, realized losses from other equity investments and securities, unrealized losses from securities, advisor fees related to financing and restructuring plan, and other financial expenses including value adjustments of certain financial instruments not accounted for as hedges of future transactions.

Interest is recognized in accordance with the accrual basis of accounting taking into account the effective interest rate.

Tax

In Denmark, Former TORM A/S is jointly taxed with its Danish subsidiaries. The Parent Company provides for and pays the aggregate Danish tax on the taxable income of these companies, but recovers the relevant portion of the taxes paid from the subsidiaries based on each entity's portion of the aggregate taxable income. Tax expenses comprise the expected tax including tonnage tax on the taxable income for the year for the Group, adjustments relating to previous years and the change in deferred tax for the year. However, tax relating to equity items is posted directly in equity.

BALANCE SHEET

Goodwill

Goodwill is measured as the excess of the cost of the business combination over the fair value of the acquired assets, liabilities and contingent liabilities and is recognized as an asset under intangible assets.

Goodwill is not amortized, but the recoverable amount of goodwill is assessed every quarter. For impairment testing purposes, goodwill is on initial recognition allocated to those cash generating units to which it relates.

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Intangible assets

Intangible assets were acquired in connection with an acquisition and are amortized over their useful lives, which vary from one to 15 years.

Other plant and operating equipment

Land is measured at cost.

Buildings are measured at cost less accumulated depreciation and accumulated impairment losses. Buildings are depreciated on a straight-line basis over 50 years.

Operating equipment is measured at cost less accumulated depreciation. Computer equipment is depreciated on a straight-line basis over three years, and other operating equipment is depreciated on a straight-line basis over five years.

Leasehold improvements are measured at cost less accumulated amortization and impairment losses, and leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease and the estimated useful life. Cost comprises acquisition cost and costs directly related to the acquisition up until the time when the asset is ready for use.

Investments in joint ventures

Investments in joint ventures comprise investments in companies which are by agreement managed jointly with one or more companies and therefore subject to joint control and the parties have rights to the net assets of the joint venture. Joint ventures are accounted for using the equity method. Under the equity method, the investment in joint ventures is initially recognized at cost and adjusted thereafter to recognize TORM's share of the profit or loss of the joint venture. When TORM's share of losses of a joint venture exceeds the investment in the joint venture, TORM discontinues recognizing its share of further losses. Additional losses are recognized only to the extent that TORM has incurred a legal or constructive obligations or made payments on behalf of the joint venture.

Financial assets

Financial assets are initially recognized at the settlement date at fair value plus transaction costs, except for financial assets at fair value through profit or loss, which are recognized at fair value. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred.

Financial assets are classified as:

· Financial assets at fair value through profit or loss

· Loans and receivables

· Available-for-sale financial assets

Other investments

Other investments comprise shares in other companies and are classified as available-for-sale. Listed shares are measured at the market value at the balance sheet date, and unlisted shares are measured at estimated fair value. Unrealized gains and losses resulting from changes in fair value of shares are recognized in 'Other comprehensive income'. Realized gains and losses resulting from sales of shares are recognized as financial items in the income statement. The cumulative value adjustment recognized in 'Other comprehensive income' is transferred to the income statement when the shares are sold. Dividends on shares in other companies are recognized as financial income in the period in which they are declared.

Other investments are presented as non-current, unless Management intends to dispose of the investments within 12 months of the balance sheet date.

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Receivables

Outstanding freight receivables and other receivables that are expected to be realized within 12 months from the balance sheet date are classified as loans and receivables and presented as current assets. Receivables are measured at the lower of amortized cost and net realizable values, which corresponds to nominal value less provision for bad debts. Derivative financial instruments included in other receivables are measured at fair value.

Assets held for sale

Assets are classified as held for sale if the carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset is available for immediate sale in its present condition subject to terms that are usual and customary for sales of such assets and its sale is highly probable. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification

Assets held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell.

Gains and losses are recognized on delivery to the new owners in the income statement in the item "Net profit/(loss) from sale of vessels."

Impairment of assets

Non-current assets are reviewed quarterly to determine any indication of impairment due to a significant decline in either the assets' market value or in the cash flows generated by the assets. In case of such indication, the recoverable amount of the asset is estimated as the higher of the asset's fair value less costs to sell and its value in use. The value in use is the present value of the future cash flows expected to derive from an asset. If the recoverable amount is less than the carrying amount of the asset, the carrying amount is reduced to the recoverable amount. The impairment loss is recognized immediately in the income statement.

For the purpose of assessing impairment, assets including goodwill and time charter and bareboat contracts are grouped at the lowest levels at which goodwill is monitored for internal management purposes. The two cash generating units of the Company are the Tanker Division and the Bulk Division.

Bunkers

Bunkers and luboil are stated at the lower of cost and net realizable value. Cost is determined using the FIFO method and includes expenditures incurred in acquiring the bunkers and luboil and delivery cost less discounts.

Treasury shares

Treasury shares are recognized as a separate component of equity at cost. Upon subsequent disposal of treasury shares, any consideration is also recognized directly in equity.

Dividend

Dividend is recognized as a liability at the time of declaration at the Annual General Meeting. Dividend proposed for the year is moved from "Retained profit" and presented as a separate component of equity.

Provisions

Provisions are recognized when the Company has a legal or constructive obligation as a result of past events and it is probable that it will lead to an outflow of resources that can be reliably estimated. Provisions are measured at the estimated liability that is expected to arise, taking into account the time value of money.

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Mortgage debt and bank loans

At the time of borrowing, mortgage debt and bank loans are measured at fair value less transaction costs. Mortgage debt and bank loans are subsequently measured at amortized cost. This means that the difference between the proceeds at the time of borrowing and the nominal amount of the loan is recognized in the income statement as a financial expense over the term of the loan applying the effective interest method.

When terms of existing financial liabilities are renegotiated, or other changes regarding the effective interest rate occurs, TORM performs a test to evaluate whether the new terms are substantially different from the original terms. If the new terms are substantially different from the original terms, TORM accounts for the change as an extinguishment of the original financial liability and the recognition of a new financial liability. TORM considers the new terms to be substantially different from the original terms if the present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability.

Other liabilities

Liabilities are generally measured at amortized cost. Derivative financial instruments included in other liabilities are measured at fair value.

STATEMENTS OF CASH FLOW

The cash flow statement shows the Company's cash flows and cash and cash equivalents at the beginning and the end of the period.

Cash flow from operating activities is presented using the indirect method and is based on net operating profit/(loss) for the year adjusted for tax, financial income and expenses, net profit/(loss) from sale of vessels, non-cash operating items, changes in working capital, income tax paid, dividends received and interest paid/received.

Cash flow from investing activities comprises the purchase and sale of tangible fixed assets and financial assets.

Cash flow from financing activities comprises changes in long-term debt, bank loans, finance lease liabilities, purchases or sales of treasury shares and dividend paid to shareholders.

Cash and cash equivalents comprise cash at bank and in hand including restricted cash and cash equivalents. Other investments are classified as investment activities.

EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the consolidated net profit or loss for the year available to common shareholders by the weighted average number of common shares outstanding during the period. Treasury shares are not included in the calculation. Purchases and sales of treasury shares during the period are weighted based on the remaining period.

Diluted earnings per share are calculated by adjusting the consolidated profit or loss available to common shareholders and the weighted average number of common shares outstanding for the effects of all potentially dilutive shares. Such potentially dilutive common shares are excluded when the effect of including them would be to increase earnings per share or reduce a loss per share.

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CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of financial statements in accordance with IFRS requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are affected by the way TORM applies its accounting policies. An accounting estimate is considered critical if the estimate requires Management to make assumptions about matters subject to significant uncertainty, if different estimates could reasonably have been used or if changes in the estimate that would have a material impact on the Company's financial position or results of operations are reasonably likely to occur from period to period. Management believes that the accounting estimates applied are appropriate and the resulting balances are reasonable. However, actual results could differ from the original estimates requiring adjustments to these balances in future periods.

Management believes that the following are the significant accounting estimates and judgments used in the preparation of the consolidated financial statement:

Carrying amounts of vessels

The Company evaluates the carrying amounts of the vessels to determine if events have occurred that would require a modification of their carrying amounts. The valuation of vessels is reviewed based on events and changes in circumstances that would indicate that the carrying amount of the assets might not be recovered. In assessing the recoverability of the vessels, the Company reviews certain indicators of potential impairment such as reported sale and purchase prices, market demand and general market conditions. Furthermore, market valuations from leading, independent and internationally recognized shipbroking companies are obtained on a quarterly basis as part of the review for potential impairment indicators. If an indication of impairment is identified, the need for recognizing an impairment loss is assessed by comparing the carrying amount of the vessels to the higher of the fair value less cost to sell and the value in use.

The review for potential impairment indicators and projection of future undiscounted and discounted cash flows related to the vessels is complex and requires the Company to make various estimates including of future freight rates, earnings from the vessels and discount rates. All of these factors have been historically volatile.

The carrying amounts of TORM's vessels may not represent their fair market value at any point in time as market prices of second-hand vessels to a certain degree tend to fluctuate with changes in charter rates and the cost of newbuildings. However, if the estimated future cash flow or related assumptions in the future experience change, an impairment write-down of vessels may be required.

NOTE 2 – RESTRUCTURING, LIQUIDITY, CAPITAL RESOURCES AND SUBSEQUENT EVENTS

2012 Restructuring

As part of the Restructuring Agreement from November 2012, three bank facilities were given specific option rights until July 2014 that, if exercised, could trigger a sales process for up to 22 vessels and repayment of the related debt.

During 2013, two of the banks exercised their option rights to sell a total of nine MR product tankers, as financed by the bank facilities, these nine vessels were sold to entities controlled by Oaktree Capital Management L.P. (Oaktree) during 2013. One of the banks exercised rights related to the sale of five vessels, of which all were sold and delivered in 2013. The other bank exercised its rights related to the sales of four vessels, of which all were sold in 2013 but were not delivered until 2014.

In March 2014, the third bank exercised its option rights leading to a sale of ten MR and three LR2 product tankers, as financed by the bank facility. As a result of the this option being exercised, TORM entered into an agreement to sell the 13 product tankers to entities controlled by Oaktree, whereby the 13 vessels remained under TORM's commercial management and utilizing TORM's integrated operating platform for technical management. Following the March 2014 transaction, the associated vessel financing was fully repaid and no further option rights were outstanding, thereby reducing the Company's debt by $223 million in 2014. The March 2014 transaction also led to an impairment charge of $192 million that resulted in negative equity on TORM's balance sheet. Refer to note 9 for impairment testing.

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2015 Restructuring

On October 27, 2014, TORM entered into an agreement with a group of its lenders, representing 61% of TORM's ship financing, and Oaktree regarding a financial restructuring. The parties negotiated to secure the required lender support to implement the agreement which was concluded on July 13, 2015. The restructuring agreement included that the lenders wrote down the debt to the current asset values in exchange for warrants. In addition, they chose to convert part of the remaining debt into new equity in TORM A/S. Oaktree contributed product tankers in exchange for a controlling equity stake in TORM A/S, which reinforced our position as one of the largest product tanker owners. The agreement results in a new Working Capital Facility of $75 million as a replacement of the facility that was in place at that time. The existing shareholders retained approximately 0.8% of the ordinary share capital. This agreement was finalized in July 13, 2015 and, thus, the financial impact relating to the agreement has been included in the below subsequent events footnote.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2014, TORM's cash position totaled $45 million (2013: $29 million) and undrawn credit facilities amounted to $20 million (2013: $78 million). TORM has no newbuildings in the order book and therefore no CAPEX related hereto.

TORM's bank debt (excluding the Working Capital Facility of $50 million) has aligned key terms and conditions across all facilities with maturity on December 31, 2016, which were amended in connection with the 2015 Restructuring described above. The financing agreements in place as of December 31, 2014 provided for a deferral of installment on the existing bank debt until March 31, 2015. Annualized minimum amortizations of $76 million were scheduled as of December 31, 2014 to commence with effect from March 31, 2015 until December 31, 2015.

On August 29, 2014 TORM extended the Working Capital Facility, originally amounting to $100 million, to March 31, 2015 and at the same time reduced the committed amount to $50 million on TORM's request. This Working Capital Facility was repaid in 2015 Q1, and was replaced by a new Working Capital Facility of $75 million in connection with the 2015 Restructuring described above.

During 2014, TORM's bank debt was reduced by $329 million. This was driven by the sale of 17 vessels following two lenders' exercise of their options to sell vessels in 2013 and 2014 (in reference to the above 2012 Restructuring, the 17 vessels is made up of the four vessels that were sold in 2013 but delivered in 2014, as well as the 13 vessels sold and delivered in 2014). The debt reduction from vessel sale was partly offset by a net increase of $8 million of the utilization of the Working Capital Facility and a capitalization of interests for 2014 Q4 of $11 million.

For the first three quarters in 2014 all interest was paid in cash. For 2014 Q4 the interest payment was capitalized and added to the debt balance in accordance with the financing agreements. The Company paid interest on the Working Capital Facility until its maturity on March 31, 2015.

The financial covenants in place during 2014 appeared uniformly across the bank debt facilities and include:

· Minimum liquidity: Cash plus available part of the $50 million Working Capital Facility must exceed $20 million until March 31, 2015 when the minimum cash requirement is adjusted to $40 million.

· Loan-to-value ratio: As of December 31, 2014, the total bank debt (excluding Working Capital Facility) of $1,409 million is split into a senior debt facility of $663 million, a junior debt facility of $380 million and a subordinated debt facility of $366 million. All debt facilities have collateral in the vessels. As per March 31, 2015 the senior debt facility must have an agreed ratio of loan to TORM's fleet value (excluding financial lease vessel) below 75%. The agreed ratio will gradually step down to 65% by June 30, 2016.

· Consolidated total debt to EBITDA: As per December 31, 2014, there is no requirement for consolidated total debt to EBITDA ratio. From March 31, 2015 the maximum ratio is agreed to 15:1. This will gradually step down to a 6:1 ratio by June 30, 2016.

· Interest cover ratio: As per December 31, 2014 there is no requirement for interest cover ratio. From March 31, 2015 the minimum ratio is agreed to 1.8x. This will gradually step up to 2.5x by December 31, 2015.

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The terms of the credit facilities during 2014 included a catalogue of additional covenants, including among other things:

· A change-of-control provision with a threshold of 25% of shares or voting rights

· No issuance of new shares or dividend distribution without consent from the lenders.

· Continued progress in the recapitalization process defined by certain milestones

Until November 20, 2014 TORM was in compliance with all covenants. On November 21, 2014 TORM announced that it was non-compliant with the recapitalization milestones agreed in connection with the extension of the Working Capital Facility.

The abovementioned financial covenants have been replaced by new covenants as a result of the 2015 Restructuring.

SUBSEQUENT EVENTS

Subsequent events (through October 16, 2015)

On January 28, 2015, TORM received confirmation that its majority lenders had waived certain milestone events of default having occurred.

On March 26, 2015, TORM obtained forbearance on potential events of default under TORM's financing agreements from a sufficient number of lenders, under which the lenders will not enforce any events of default in the period until the earlier to occur of the finalization of a New Restructuring Agreement and by April 23, 2015.

On March 27, 2015, TORM, certain of its lenders and Oaktree entered into a new Restructuring Agreement.

On April 24, 2015, TORM, Oaktree Capital Management L.P. and a majority of the Lenders holding in aggregate 92% of TORM's existing loan facilities by value signed a new 2015 Restructuring Agreement.

On May 12, 2015 TORM initiated a Scheme of Arrangement process by filing an application at the High Court in London to achieve the support of all its Lenders for the implementation of the 2015 Restructuring.

On June 25, 2015 the Scheme of Arrangement that it proposed under each of its four loan facilities was approved by its lenders at the Scheme meetings.

On July 13, 2015 TORM completed its 2015 Restructuring including (i) a write-down of debt of $535 million in exchange for warrants with an estimated fair value of $18 million, (ii) a conversion of debt of $312 million in exchange for approximately 35.7 billion A shares to the converting lenders and (iii) a contribution by OCM Njord Holdings S.à.r.l. ("Njord") of 25 product tankers on water and six MR product tanker newbuildings in exchange for approximately 59.5 billion A shares. As a consequence, Njord holds 61.99% of TORM's outstanding shares, while DW Partners, LP holds in excess of 5% of the outstanding shares.

The 2015 Restructuring was accounted for as a reverse acquisition in accordance with IFRS 3, "Business combinations", which means that for financial reporting purposes, funds managed by Oaktree Capital Management via Njord and its subsidiaries are considered to be the accounting acquirer and as such, the continuing reporting entity. Consequently, the consolidated financial information for the full year 2015 will reflect the activities of Njord only during the period from January 1, 2015 and until completion of the Restructuring (being July 13, 2015), whereas the period from completion of the Restructuring and until December 31, 2015 will reflect the combined activity of TORM and Njord.

On July 24, 2015 TORM published a listing prospectus (the "Listing Prospectus") prepared in connection with the admission to trading and official listing on Nasdaq Copenhagen of a total of 95,026,374,554 already issued A shares with a nominal value of DKK 0.01 each.

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On August 25, 2015 TORM held an Extraordinary General Meeting where Mr. Olivier Dubois, Mr. Alexander Green, Mr. Jon Syvertsen and Flemming Ipsen, stepped down from TORM's Board of Directors. Christopher H. Boehringer was elected new Chairman of the Board of Directors, and Torben Janholt and Pär Göran Trapp were elected as new members of the Board of Directors. David Weinstein was elected new Deputy Chairman of the Board of Directors, and Jeffrey S. Stein and Eugene Irwin Davis were elected first and second alternate for the Deputy Chairman, respectively. The proposed share consolidation (reverse stock split) of all of TORM's A shares in the ratio of 1,500:1, whereby any holding of 1,500 A shares of DKK 0.01 is consolidated into one A share of DKK 15, was approved.

On September 23, 2015 TORM entered into an agreement with an unrelated third party to sell the two Panamax bulk vessels TORM Anholt and TORM Bornholm (both built in 2004). The sale is in line with TORM's strategy to exit the bulk activities and focus on scale and operational platform in the product tanker segment. TORM's other bulk activities cover one chartered-in vessel which will be redelivered to the owner in October 2015, and TORM will thus fully exit all bulk activities following the sale of TORM Anholt and TORM Bornholm.

On September 23, 2015 TORM entered into memoranda of agreement to purchase three secondhand MR product tankers, the Maxwell Bay, Maersk Malta and Halstead Bay built in 2012, 2010 and 2007, respectively, for an aggregate purchase price of approximately $79.7 million. We plan to finance the acquisition of these vessels with cash from operations and borrowings under the new Danske Bank Facility. We expect to take delivery of the MR vessels in October and November 2015.

With effect as of September 24, 2015 TORM A/S completed the reverse stock split of all A shares at a consolidation ratio of 1,500:1 as adopted at the Extraordinary General Meeting in TORM A/S held on August 25, 2015 and a consolidation of the warrants issued by TORM A/S on July 13, 2015 at a consolidation ratio of 1,500:1 in accordance with the warrants terms set out in TORM A/S' articles of association. All share and per share data in the financial statements gives retroactive effect to the reverse stock split of all common shares at a consolidation ratio of 1,500:1.

Approval of financial statements

The financial statements were approved by the board of directors and authorized on October 16, 2015.

NOTE 3 - NET EARNINGS FROM SHIPPING ACTIVITIES

TORM consists of two business segments: the Tanker Division and the Bulk Division. This segmentation is based on the TORM's internal management and reporting structure.

During 2012, 2013, and 2014, there were no transactions between the tanker and the bulk segments, and therefore all revenue derives from external customers.

All revenue is derived from transportation services. In all material aspects, the Company's customers are domiciled outside Denmark. A significant part of approximately 30% (2013: 27%) of the Company's revenue is derived from customers registered in Singapore. Singapore is one the largest shipping hubs with the presence of a large portion of the world's oil trading industry.

Because the Company considers the global market as a whole, and as the individual vessels are not limited to specific parts of the world, the TORM has only one geographical segment.

In the Tanker Segment, a major part of the Company's freight revenue is concentrated on a small group of customers. In 2012, 2013 and 2014, no customers in the Tanker Segment accounted for more than 10% of the total freight revenue of the Company.

The Company's primary segment measure is gross profit (net earnings from shipping activities), which represents net profit adjusted for taxation, financial income and expenses, amortization and depreciation, impairment losses on tangible and intangible assets, share of results of joint ventures, other operating income and administrative expenses.

Please also refer to the section "Segment information" in note 1.

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	For the year ended December 31, 2012
	Tanker			Bulk			Not allocated			Total
CONSOLIDATED SEGMENT INFORMATION
INCOME STATEMENT
Revenue		917.1			204.1			-			1,121.2
Port expenses, bunkers and commissions		(538.1	)		(127.3	)		-			(665.4	)
Freight and bunkers derivatives		(0.6	)		10.5			-			9.9
Charter hire		(228.4	)		(161.2	)		-			(389.6	)
Operating expenses		(165.5	)		(3.4	)		-			(168.9	)
Adjusted gross profit (Net earnings from shipping activities)		(15.5	)		(77.3	)		0.0			(92.8	)
Net profit/(loss) from sale of vessels		(26.0	)		-			-			(26.0	)
Administrative expenses		(58.9	)		(8.3	)		-			(67.2	)
Other operating income		0.6			0.3			-			0.9
Share of results of joint ventures		(5.0	)		-			(4.4	)		(9.4	)
Impairment losses on jointly controlled entities		-			-			(41.6	)		(41.6	)
Impairment losses on tangible and intangible assets		(74.2	)		-			-			(74.2	)
Amortization and depreciation		(135.4	)		(2.8	)		-			(138.2	)
Operating loss		(314.4	)		(88.1	)		(46.0	)		(448.5	)
Financial income		-			-			11.8			11.8
Financial expenses		-			-			(142.3	)		(142.3	)
Loss before tax		(314.4	)		(88.1	)		(176.5	)		(579.0	)
Tax benefit		-			-			(1.6	)		(1.6	)
Loss for the year		(314.4	)		(88.1	)		(178.1	)		(580.6	)

F-95

	For the year ended December 31, 2013
	Tanker			Bulk			Not allocated			Total
CONSOLIDATED SEGMENT INFORMATION
INCOME STATEMENT
Revenue		774.8			217.5			-			992.3
Port expenses, bunkers and commissions		(410.8	)		(139.7	)		-			(550.5	)
Freight and bunkers derivatives		0.1			1.3			-			1.4
Charter hire		(22.1	)		(97.1	)		-			(119.2	)
Operating expenses		(169.9	)		(3.7	)		-			(173.6	)
Adjusted gross profit (Net earnings from shipping activities)		172.1			(21.7	)		-			150.4
Administrative expenses		-			-			(56.5	)		(56.5	)
Other operating income		-			-			1.7			1.7
Share of results of joint ventures		-			-			0.5			0.5
Impairment losses on tangible and intangible assets		(59.8	)		-			-			(59.8	)
Amortization and depreciation*		(123.8	)		(3.1	)		-			(126.9	)
Operating profit / (loss)		(11.5	)		(24.8	)		(54.3	)		(90.6	)
Financial income		-			-			4.2			4.2
Financial expenses		-			-			(79.7	)		(79.7	)
Loss before tax		(11.5	)		(24.8	)		(129.8	)		(166.1	)
Tax benefit		-			-			3.9			3.9
Loss for the year		(11.5	)		(24.8	)		(125.9	)		(162.2	)

*Restated to allocate previously "Not allocated" amounts to the Tanker segment

	For the year ended December 31, 2014
	Tanker			Bulk			Not allocated			Total
CONSOLIDATED SEGMENT INFORMATION
INCOME STATEMENT
Revenue		597.1			27.0			-			624.1
Port expenses, bunkers and commissions		(302.1	)		4.0			-			(298.1	)
Freight and bunkers derivatives		-			(0.2	)		-			(0.2	)
Charter hire		(26.8	)		(26.8	)		-			(53.6	)
Operating expenses		(145.3	)		(3.9	)		-			(149.2	)
Adjusted gross profit (Net earnings from shipping activities)		122.9			0.1			-			123.0
Administrative expenses		-			-			(51.0	)		(51.0	)
Other operating income		-			-			4.6			4.6
Share of results of joint ventures		-			-			0.4			0.4
Impairment losses on tangible and intangible assets		(191.7	)		-			-			(191.7	)
Amortization and depreciation*		(94.3	)		(2.0	)		-			(96.3	)
Operating profit/(loss)		(163.1	)		(1.9	)		(46.0	)		(211.0	)
Financial income		-			-			3.8			3.8
Financial expenses		-			-			(76.2	)		(76.2	)
Loss before tax		(163.1	)		(1.9	)		(118.4	)		(283.4	)
Tax expenses		-			-			(0.8	)		(0.8	)
Loss for the year		(163.1	)		(1.9	)		(119.2	)		(284.2	)

*Restated to allocate previously "Not allocated" amounts to the Tanker segment

F-96

NOTE 4 - STAFF COSTS

	2014		2013		2012
(USD million)
Total staff costs
Staff costs included in operating expenses		16.3		18.1		17.4
Staff costs included in administrative expenses		33.2		36.3		40.8
Total		49.5		54.4		58.2
Staff costs comprise the following
Wages and salaries		45.8		50.0		52.7
Share-based compensation		0.1		0.6		1.3
Pension costs		3.4		3.5		3.7
Other social security costs		0.2		0.3		0.5
Total		49.5		54.4		58.2

Hereof remuneration to the Board of Directors and salaries to the Management 2012 (USD thousands)	Board remuneration		Committee remuneration		Additional meetings and travel allowance		Total short-term benefits
Niels Erik Nielsen		347		9		-		356
Christian Frigast		225		17		-		242
Peter Abildgaard (resigned 27 April 2012)		22		-		-		22
Kari Millum Gardarnar		139		-		-		139
Rasmus Johannes Hoffmann		139		-		-		139
Jesper Jarlbæk		139		9		-		148
Gabriel Panayotides*)		22		3		-		25
Angelos Papoulias*)		22		3		-		25
Stefanos-Niko Zouvelos*)		22		3		-		25
Total for 2012		1,077		44		-		1,121

*) Resigned on April 23, 2012.

Hereof remuneration to the Board of Directors and salaries to the Management 2013 (USD thousands)	Board remuneration		Committee remuneration		Additional meetings and travel allowance		Total short-term benefits
Flemming Ipsen *)		222		38		-		260
Olivier Dubois *)		75		51		-		126
Kari Millum Gardarnar		76		-		-		76
Alexander Green *)		77		16		-		93
Rasmus Johannes Hoffmann		79		-		-		79
Jon Syvertsen *)		76		16		-		92
Total for 2013		605		121		-		726

*) Appointed on January 9, 2013 and re-elected April 2014.

F-97

The former members of the Board of Directors Niels Erik Nielsen, Christian Frigast, Peter Abilgaard and Jesper Jarlbæk resigned from the Board of Directors on January 9, 2013. They did not receive any compensation from January 1, 2013 until their resignation.

Hereof remuneration to the Board of Directors and salaries to the Management 2014 (USD thousands)	Board remuneration		Committee remuneration		Additional meetings and travel allowance		Total short-term benefits
Flemming Ipsen *		200		50		55		305
Olivier Dubois *		75		50		22		147
Kari Millum Gardarnar		75		-		-		75
Alexander Green *		75		25		35		135
Rasmus Johannes Hoffmann		75		-		14		89
Jon Syvertsen *		75		25		32		132
Total for 2014		575		150		158		883

* Appointed on January 9, 2013 and re-elected April 2014.

	Short-term benefits
Executive Management 2012	Salaries		Bonus		Pension		Share-based compensation*		One-time compensation		Total
Jacob Meldgaard		929		-		-		252		-		1,181
Roland M. Andersen		675		-		15		173		-		863
Total for 2013		1,604		-		15		425		-		2,044

* Share-based compensation to Executive Management relates to the theoretical value of share options granted before 2012, but allocated to and recognized in the income statement for 2012. The current share price is well below exercise prices for these options which are considerably out-of-the-money.

	Short-term benefits
Executive Management 2013	Salaries		Bonus		Pension		Share-based compensation**		One-time compensation		Total
Jacob Meldgaard		957		-		-		143		-		1,100
Roland M. Andersen ***		687		-		12		95		1,754		2,548
Total for 2013		1,644		-		12		238		1,754		3,648

** Share-based compensation to Executive Management relates to the theoretical value of share options granted before 2012, but allocated to and recognized in the income statement for 2013. The current share price is well below exercise prices for these options which are considerably out-of-the-money.

*** Roland M. Andersen resigned as CFO at the end of October 2013. The 2013 compensation includes an extraordinary compensation element, as he invoked a change-of-control clause in his employment contract.

	Short-term benefits
Executive Management 2014	Salaries		Bonus		Pension		Share-based compensation		One-time compensation		Total
Jacob Meldgaard		980		-		-		-		-		980
Total for 2014		980		-		-		-		-		980

F-98

Employee information

The average number of permanently employed staff in the Group in the financial year was 281 land-based employees (2013: 281, 2012: 305) and 138 seafarers (2013: 147, 2012: 161).

The majority of the staff on vessels is not employed by TORM.

The average number of employees is calculated as a full-time equivalent (FTE).

The members of Management are, in the event of termination by the company, entitled to a severance payment of up to 12 months' salary.

INCENTIVE SCHEME FOR MANAGEMENT AND CERTAIN EMPLOYEES FOR 2010-2012

Incentive scheme

In 2010, a share option-based incentive scheme was established for certain employees, including the Executive Management, members of the management group and certain key employees. The share options were granted in 2010, 2011 and 2012 at the discretion of the Board of Directors in accordance with criteria determined by the Board of Directors. 35 persons were included in the 2010 grant and 40 persons in the 2011 grant. The Company granted 0 share options in 2012.

The Board of Directors is not included in the share option program for 2010-2012.

The share option program for 2010-2012 comprises share options only and aims at incentivizing the participants to seek to improve the results of the Company and thereby the value of the Company, including the Company's share price, to the mutual benefit of themselves and the shareholders of the Company.

The share options vest in connection with the publication of the annual report in the third calendar year following the grant.

Vested share options may be exercised from the vesting date until the publication of the annual report in the sixth year from the grant. Additionally, the share options may only be exercised in an exercise window during a period of four weeks from the date of the Company's publication of an interim report or an annual report.

Each share option gives the employee the right to acquire one share with a nominal value of DKK 0.01. Exercised options are settled by the Company's holding of treasury shares or in certain situations, by settlement in cash.

For grants made in 2010, the exercise price is DKK 33.59 and for grants made in 2011, the exercise price is DKK 27.20.

In 2014, 2013 and 2012, no share options have been exercised.

INCENTIVE SCHEME FOR MANAGEMENT AND EMPLOYEES FOR 2007-2009

Incentive Scheme

In 2007, an incentive scheme was established for all land-based employees and officers employed on permanent contracts (apart from trainees, apprentices and cadets) that were directly employed in TORM A/S including the members of the Executive Management. The Board of Directors was not included in the scheme. The scheme covers the financial years 2007, 2008 and 2009. The scheme consists of both bonuses and share options.

Share options

Share options granted in 2007 and 2008 expired in 2013 and 2014, respectively.

F-99

Approximately 50% of the share options were granted with a fixed exercise price (standard options). For the share options granted in 2009 the exercise DKK 116.67 per share after adjustment for the extraordinary dividend paid out in September 2007 and December 2008 and after adjustment for the discounted issuance of the new shares.

The other approximately 50% of the share options were granted with an exercise price that is ultimately determined at the publication of the Company's annual report after a three-year period, e.g. for the grant in 2009, determination took place in March 2012. For peer group options granted in 2009, the exercise price is DKK 24.56.

For the 2009 grant, share options can be exercised after the publication of the annual report for 2011 in March 2012, and shall be exercised by March 2015 at the latest.

Each share option gives the employee the right to acquire one share with a nominal value of DKK 0.01. Exercised options are settled by the Company's holding of treasury shares or in certain situations, by settlement in cash.

In 2014, 2013 and 2012, no share options have been exercised.

General

Participants resigning from their positions with the Company as good leavers prior to vesting, are allowed to keep their share options and to exercise them in accordance with the terms and conditions of the share option program. Bad leaver participants will lose all share options that have not vested at the time of final resignation. This is in accordance with the mandatory provisions of the Danish Stock Option Act.

In 2014, a total expense of $0.1 million (2013: $0.6 million, 2012: $1.3 million) has been recognized in the income statement regarding share options.

Changes in outstanding share options are as follows:

Number of share options	Total Options 2014			Total options 2013			Total options 2012
Not exercised at January 1,		3,361			4,436			4,516
Forfeited/expired		(796	)		(1,075	)		(80	)
Not exercised at December 31,		2,565			3,361			4,436
Total number of share options that could be exercised at December 31,		2,565			2,457			2,622

NOTE 5 - ADMINISTRATIVE EXPENSES

	For the year ended December 31,
Remuneration to the auditors appointed at the Annual General Meeting	2014		2013		2012
(USD million)
Deloitte
Audit fees		0.4		0.4		0.5
Audit-related fees		0.1		0.4		1.3
Tax fees		0.3		0.3		0.8
Fees other services		0.1		0.1		0.3
Total fees		0.9		1.2		2.9

F-100

NOTE 6 - OTHER INVESTMENTS

	2014			2013
(USD million)
Other investments
Other investments include shares in other companies
Cost:
Balance at January 1		5.4			5.4
Additions		-			-
Disposals		-			-
Balance at December 31		5.4			5.4
Value adjustment:
Balance at January 1		6.9			6.9
Exchange rate adjustment		(0.5			0.6	)
Value adjustment for the year		(0.9	)		(0.6	)
Disposal		-			-
Balance as of December 31		5.5			6.9
Carrying amount at December 31:		10.9			12.3
Of which listed		-			-
Of which unlisted		10.9			12.3

NOTE 7 - INTANGIBLE ASSETS

	Goodwill		Other intangible assets		Total
(USD million)
Cost:
Balance at January 1, 2012		89.2		2.7		91.9
Additions		-		-		-
Disposals		-		-		-
Balance at December 31, 2012		89.2		2.7		91.9
Amortization and impairment losses:
Balance at January 1, 2012		89.2		0.8		90.0
Disposal		-		-		-
Amortization  and impairment losses for the year		-		0.2		0.2
Balance at December 31, 2012		89.2		1.0		90.2
Carrying amount at December 31, 2012		-		1.7		1.7
Cost:
Balance at January 1, 2013		89.2		2.7		91.9
Additions		-		-		-
Disposals		-		-		-
Balance at December 31, 2013		89.2		2.7		91.9
Amortization and impairment losses:
Balance at January 1, 2013		89.2		1.0		90.2
Disposal		-		-		-
Amortization  and impairment losses for the year		-		0.2		0.2
Balance at December 31, 2013		89.2		1.2		90.4
Carrying amount at December 31, 2013		-		1.5		1.5
Cost:
Balance at January 1, 2014		89.2		2.7		91.9
Additions		-		-		-
Disposals		-		-		-
Balance at December 31, 2014		89.2		2.7		91.9
Amortization and impairment losses:
Balance at January 1, 2014		89.2		1.2		90.4
Disposal		-		-		-
Amortization and impairment losses for the year		-		0.1		0.1
Balance at December 31, 2014		89.2		1.3		90.5
Carrying amount at December 31, 2014		-		1.4		1.4

F-101

NOTE 8 - TANGIBLE FIXED ASSETS

	Land and buildings			Vessels and capitalized dry-docking			Other plant and operating equipment			Total
(USD million) Cost:
Balance at January 1, 2012		2.2			2,999.3			27.2			3,097.9
Exchange rate adjustment		-			-			-			-
Additions		-			35.8			2.0			79.5
Disposals		(0.5	)		(146.7	)		(0.2	)		(155.4	)
Transferred to/from other items		-			102.9			-			0.0
Transferred to non-current assets held for sale		-			(239.3	)		-			(239.3	)
Balance at December 31, 2012		1.7			2,752.0			29.0			2,782.7
Depreciation and impairment losses:
Balance at January 1, 2012		0.2			740.7			19.0			759.9
Exchange rate adjustment		-			-			-			-
Disposals		(0.1	)		(39.4	)		(0.2	)		(39.7	)
Depreciation for the year		0.8			133.7			3.7			138.2
Impairment loss		-			74.2			-			74.2
Transferred to non-current assets held for sale		-			(105.5	)		-			(105.5	)
Balance at December 31, 2012		0.9			803.7			22.5			827.1
Carrying amount at December 31, 2012		0.8			1,948.3			6.5			1,955.6
Of which finance leases		0.0			14.7			0.0			14.7
Of which financial expenses included in cost		0.0			2.3			0.0			2.3
Cost:
Balance at January 1, 2013		1.7			2,752.0			29.0			2,782.7
Exchange rate adjustment		-			-			(0.1	)		(0.1	)
Additions		-			41.2			1.9			43.1
Disposals		(1.7	)		(19.4	)		-			(21.1	)
Transferred to/from other items		-			-			0.1			0.1
Transferred to non-current assets held for sale		-			(197.9	)		-			(197.9	)
Balance at December 31, 2013		-			2,575.9			30.9			2,606.8
Depreciation and impairment losses:
Balance at January 1, 2013		0.9			803.7			22.5			827.1
Exchange rate adjustment		-			-			-			-
Disposals		(0.9	)		(19.4	)		-			(20.3	)
Depreciation for the year		-			122.5			3.7			126.2
Impairment loss		-			54.8			-			54.8
Transferred to non-current assets held for sale		-			(78.4	)		-			(78.4
Balance at December 31, 2013		-			883.2			26.2			909.4
Carrying amount at December 31, 2013		-			1,692.7			4.7			1,697.4
Of which finance leases		-			13.7			-			13.7
Of which financial expenses included in cost		-			1.2			-			1.2
Cost:
Balance at January 1, 2014		-			2,575.9			30.9			2,606.8
Exchange rate adjustment		-			-			(0.1	)		(0.1	)
Additions		-			33.7			2.2			35.9
Disposals		-			(10.4	)		(6.6	)		(17.0	)
Transferred to/from other items		-			-			-			-
Transferred to non-current assets held for sale		-			(469.8	)		-			(469.8	)
Balance at December 31, 2014		-			2,129.4			26.4			2,155.8
Depreciation and impairment losses:
Balance at January 1, 2014		-			883.2			26.2			909.4
Exchange rate adjustment		-			-			-			-
Disposals		-			(9.2	)		(6.4	)		(15.6	)
Depreciation for the year		-			95.8			3.6			99.4
Impairment loss		-			191.7			-			191.7
Transferred to non-current assets held for sale		-			(246.9	)		-			(246.9	)
Balance at December 31, 2014		-			914.6			23.4			938.0
Carrying amount at December 31, 2014		-			1,214.8			3.0			1,217.8
Of which finance leases		-			12.8			-			12.8
Of which financial expenses included in cost		-			0.4			-			0.4

F-102

Included in the carrying amount for "Vessels and capitalized dry-docking" are capitalized dry-docking costs in the amount of $44.1 million (2013: $44.5 million, 2012: $30.6 million).

For information on assets used as collateral security, please refer to note 18.

The depreciation under "Other plant and operating equipment" of $3.6 million relates to administration (2013: $3.7 million, 2012: $3.7 million).

Please refer to note 9 for information on impairment testing.

NOTE 9 - IMPAIRMENT TESTING

During 2014 TORM recognized an impairment of $192 million relating to the Tanker Segment as a consequence of one bank exercised its option rights leading to a sale of ten MR and three LR2 product tankers financed by this bank. After the impairment the recoverable amount based on value in use was equal to the carrying amount. The value in use was based on a discount rate of 8.1% at that time.

During 2013 TORM recognized an impairment loss of $55 million in connection with the sale of four MR product tankers, whereby the sale negotiation had provided a reference point for indicative fair value less costs to sell as of December 31, 2013 and thus an impairment had been booked on that basis. Refer to note 26 "Assets held for sale."

During 2012 TORM recognized an impairment loss of $74 million in connection with the sale of five MR product tankers, whereby the sale negotiation had provided a reference point for indicative fair value less costs to sell as of December 31, 2012 and thus an impairment had been booked on that basis. Refer to note 26 "Assets held for sale". The carrying amount of the investment in 50% of FR8 was during 2012 impaired by USD 42 million to 0 in addition to the impairment losses previously recognized.

As of December 31, 2014, Management performed a review of the recoverable amount of the assets by assessing the recoverable amount for the significant assets within the cash generating units: The Tanker Segment and the Bulk Segment.

As of December 31, 2014, the recoverable amount of the Tanker Segment was the value in use, whereas the recoverable amount of the Bulk Segment was fair value less costs to sell.

Based on the review, Management concluded that:

· Assets within the Bulk Segment were not impaired as the fair value less costs to sell was in line with the carrying amount

· Assets within the Tanker Segment were not further impaired as the calculated value in use was equal to the carrying amount

In the assessment of the fair value less costs to sell of the Bulk Segment, Management included a review of market values calculated as the average of valuations from two internationally acknowledged shipbrokers.

The assessment of the value in use of the Tanker Segment was based on the present value of the expected future cash flows.

The major assumptions used in the calculation of the value in use are:

· The cash flows are based on known tonnage including vessels contracted for delivery in future periods.

· The product tankers are expected to generate normal income for 25 years. Given the current age profile of the tanker fleet, the average remaining life would be approximately 15 years.

· Freight rate estimates in the period 2015-2017 are based on the Company's business plans.

F-103

· Beyond 2017, freight rates for the Tanker Segment are based on the following 10-year historical average freight rates from industry sources adjusted by the inflation rate:

o LR2 USD/day 23,130 (2013: USD/day 25,461)

o LR1 USD/day 19,967 (2013: USD/day 21,881)

o MR USD/day 17,757 (2013: USD/day 18,951)

o Handysize USD/day 19,360 (2013: USD/day 21,704)

· Operating expenses and administrative expenses are estimated based on TORM's current run rate adjusted for cost reductions outlined in the operating budgets and the business plans for the period 2015-2017. Beyond 2017, operating expenses per operating day and administrative expenses are expected to increase with the inflation rate.

· WACC is set to 7.8% (2013: 8.3%) for the Tanker Segment. WACC is calculated using a standard WACC model in which cost of equity, cost of debt and capital structure are the key parameters.

· The inflation rate is based on the US Federal Reserve and ECB inflation target over the medium term, currently set to 2%.

Management believes that these major assumptions are reasonable.

The calculation of value in use is very sensitive to changes in the key assumptions, which are considered to be related to the future development in freight rates, WACC applied as discounting factor in the calculations and the development in operating expenses. The sensitivities have been assessed as follows, all other things being equal:

· A decrease in the tanker freight rates of USD/day 1,000 would result in a further impairment of $136 million for the Tanker Segment

· An increase of the WACC of 1% would result in a further impairment of $77 million for the Tanker Segment

· An increase of the operating expenses of 10% would result in a further impairment of $114 million for the Tanker Segment

As outlined above, the impairment tests have been prepared on the basis that the Company will continue to operate its vessels as a fleet in the current set-up. In comparison, the market value of TORM's vessels was $859 million, which is $356 million less than the carrying impaired amount.

NOTE 10 - FINANCIAL INCOME AND EXPENSES

	For the years ended December 31,
(USD million)	2014		2013		2012
Financial income
Interest income from cash and cash equivalents, etc.		0.1		-		0.5
Dividends		0.9		0.5		0.4
Fair value adjustments on derivative financial instruments		-		-		8.2
Exchange rate adjustments including net gain from forward exchange rate contracts		2.8		3.7		2.7
		3.8		4.2		11.8
Financial expenses
Interest expense on mortgage and bank debt including net loss on interest related derivatives		57.4		74.8		74.7
Advisor fee related to financing and restructuring plan		15.4		1.8		65.0
Exchange rate adjustments including net realized loss from forward exchange rate contracts		0.8		0.2		0.1
Other financial expenses		2.6		2.9		2.6
		76.2		79.7		142.4

F-104

NOTE 11- FREIGHT RECEIVABLES

Analysis as of December 31 of freight receivables.

	As of December 31,
	2014		2013
(USD million)
Freight receivables, etc.
Neither past due nor impaired		42.5		50.8
Due less than 30 days		13.9		6.6
Due between 30 days and 180 days		13.7		20.1
Due more than 180 days		1.7		2.2
Total freight receivables, etc.		71.8		79.7

At December 31, 2014, freight receivables included receivables at a value of $3.4 million (2013: $8.7 million), that are individually determined to be impaired to a value of $0.6 million (2013: $0.5 million).

Movements in provisions for impairment of freight receivables during the year are as follows:

	As of December 31,
	2014			2013		2012
Provisions for impairment of freight receivables, etc.
Balance at January 1		8.2			0.2		0.2
Provisions for the year		1.5			8.0		-
Provisions reversed during the year		(2.2	)		-		-
Provisions utilized during the year		(4.7	)		-		-
Balance at December 31		2.8			8.2		0.2

Provision for impairment of freight receivables has been recognized in the income statement under Port expenses, bunkers and commissions.

The provision is based on an individual assessment of each individual receivable.

NOTE 12 - OTHER RECEIVABLES

	As of December 31,
	2014		2013
(USD million)
Partners and commercial managements		1.2		2.3
Derivative financial instruments		-		0.2
Receivables in joint ventures		-		2.0
Tax receivables		1.2		0.8
Miscellaneous, including items related to shipping activities		2.8		8.0
		5.2		13.3

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NOTE 13 - TAX

	For the year ended December 31,
	2014			2013			2012
Tax
(USD million)
Current tax for the year		(2.1	)		(1.9	)		(1.9	)
Adjustment related to previous years		(0.1	)		(1.4	)		(0.2	)
Adjustment of deferred tax liability		1.3			6.9			0.5
Adjustment of deferred tax asset		0.1			0.3			-
		(0.8	)		3.9			(1.6	)
Corporation tax rate in Denmark		24.5	%		25.0	%		25.0	%
Differences in tax rates, foreign subsidiaries		-	%		3.8	%		(12.2	%)
Adjustment of tax related to previous years		-	%		0.1	%		0.0	%
Change in deferred tax due to reduction of Danish corporation tax from 25% to 22%		-	%		3.8	%		-
Effect due to the tonnage tax scheme		(24.8	%)		(30.3	%)		(13.1	%)
Effective corporate tax rate		(0.3	%)		2.4	%		(0.3	%)

The Company participates in the tonnage tax scheme in Denmark. The participation in the tonnage tax scheme is binding until December 31, 2017.

Under the Danish tonnage tax scheme, income and expenses from shipping activities are not subject to direct taxation. Instead the taxable income is calculated from:

· The net tonnage of the vessels used to generate the income from shipping activities

· A rate applicable to the specific net tonnage of the vessel, based on a sliding scale

· The number of days the vessels are used during the year

The Company expects to participate in the tonnage tax scheme after the binding period and at a minimum to maintain investing and activity levels equivalent to the time of entering the tonnage tax scheme.

	As of December 31,
	2014			2013			2012
(USD million)
Deferred tax liability
Balance at January 1,		46.3			53.2			53.7
Reduction of Danish corporation tax from 25% to 22%		-			(6.3	)		-
Deferred tax for the year		(1.3	)		(0.6	)		(0.5	)
Balance at December 31,		45.0			46.3			53.2

All deferred tax relates to vessels included in the transition account under the Danish tonnage tax scheme. Deferred tax assets are reported within other receivables as part of current assets on the consolidated balance sheet.

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NOTE 14 - Common shares

	As of December 31,
	2014		2013		2012		2014		2013		2012
	Number of shares		Number of shares		Number of shares		Nominal value DKK million		Nominal value DKK million		Nominal value DKK million
Balance at January 1		485,333		485,333		485,333		7.3		7.3		364.0
Share capital decrease		-		-		-		-		-		(363.3	)
Share capital increase		-		-		-		-		-		6.6
Balance at December 31		485,333		485,333		485,333		7.3		7.3		7.3

The Common shares consist of 485,333 shares of a nominal value of DKK 0.01 each (2013: DKK 0.01 each, 2012: DKK 0.01 each). No shares carry special rights.  All issued shares are fully paid.

In connection with the restructuring in November 2012 (refer to note 17 for further description) the nominal value of the Company's shares was reduced from DKK 5.00 to DKK 0.01 per share with a value of DKK 363.3 million. The nominal value of the Company's share amounted hereafter to DKK 0.7 million. The Company's share capital was hereafter increased by a nominal amount of DKK 6.6 million to DKK 7.3 million by issuance of 436,800 shares with a nominal value of DKK 0.01 per share.

TREASURY SHARES

	2014	2013		2012	2014	2013	2012		2014	2013	2012
	Number of shares	Number of shares		Number of shares	Nominal value DKK million	Nominal value DKK million	Nominal value DKK million		% of share capital	% of share capital	% of share capital
Balance at January 1	4,455	4,436		4,436	0.1	0.1	16.2		0.9	0.9	4.4
Change in share capital	-	-		-	-	-	(16.1	)	-	-	(4.0	)
Additions	-	-		-	-	-	-		-	-	0.5
Disposals	-	(19	)	-	-	-	-		-	-	-
Balance at December 31	4,455	4,455		4,436	0.1	0.1	0.1		0.9	0.9	0.9

The total consideration for the treasury shares was $19.0 million (2013: $19.0 million).

At December 31, 2014, the Company's holding of treasury shares represented 4,455 shares (2013: 4,455 shares) of DKK 0.01 each at a total nominal value of $0.0 million (2013: $0.0 million) and a market value of $0.4 million (2013: $1.7 million). The retained shares equate to 0.9% (2013: 0.9%) of the Company's common shares.

The treasury shares are held as a hedge of the Company's program for share-based compensation.

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NOTE 15 - DEFERRED INCOME

	As of December 31,
	2014		2013
(USD million)
Deferred Income
Deferred gain related to sale and lease back transactions*		3.9		5.2
Prepaid commissions and management fees		1.0		2.0
Other		0.2		0.7
Balance at December 31		5.1		7.9
Current portion of deferred income		2.3		3.9
Non-current portion of deferred income		2.8		4.0

*In 2011, TORM entered into sale and leaseback agreements for two LR2 product tankers. The vessels were leased back on bareboat charters for 7 years classified as operational leases. The difference between the fair value of the vessels and the sales price from the sale and leaseback transactions was recognized as deferred income and is being amortized over the bareboat charter period.

NOTE 16 - OTHER LIABILITIES

	As of December 31,
	2014		2013
(USD million)
Partners and commercial managements		8.0		12.1
Accrued operating expenses		7.4		14.9
Accrued interest		0.4		0.3
Wages and social expenses		14.2		14.9
Derivative financial instruments		1.8		-
Payables to joint ventures		0.1		0.1
Miscellaneous, including items related to shipping activities		6.9		1.2
Total		38.8		43.5

Please refer to note 24 for further information on fair value hierarchies.

NOTE 17 – EFFECTIVE INTEREST RATE AND FAIR VALUE OF MORTGAGE DEBT AND BANK LOANS

In November 2012, TORM completed a restructuring. The group of banks aligned key terms and conditions as well as financial covenants across all existing debt facilities, and all maturity on existing credit facilities was adjusted to December 31, 2016. As part of the restructuring, TORM initially secured a Working Capital Facility of $100 million until September 30, 2014. In August 2014 the Working Capital Facility was extended until March 31, 2015 and reduced to $50 million at the Company's request. Following the sale of 22 vessels during 2013 and 2014, TORM has repaid the related debt.

Please refer to note 2 in the financial statements for further information on the Company's liquidity and capital resources and note 22 and 23 for further information on interest rate swaps and financial risks.

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The table below shows the effective interest and fair value of the mortgage debt and bank loans.

	2014				2013
	Fixed/Floating	Maturity	Effective interest	Fair value	Maturity	Effective Interest	Fair value
(USD million)
Loan
USD	Floating	2015	18.4%*	30.0	2014	24.2%*	22.0
USD	Floating	2016	3.6%**	1,409.0	2016	3.7%**	1,727.6
Weighted average effective interest rate			3.6%			3.7%
Fair value ***				1,439.0			1,749.6

As of December 31, 2011, part of the loans with floating interest rate were swapped to fixed interest rate.

*   Effective interest rate includes deferred and amortized bank fees and commitment fee

** Effective interest rate includes deferred and amortized bank fees related to original facilities and fees related to the restructured bank loans

*** The fair value of mortgage debt and bank loans is considered as fair value measurement at level 2 in the fair value hierarchy

The fair value of mortgage debt and bank loans was calculated as the present value of expected future repayments and interest payments using the interest curve, which is based on actual market rates.

NOTE 18 - COLLATERAL SECURITY FOR MORTGAGE DEBT AND BANK LOANS

	As of December 31,
	2014		2013
(USD million)
Value of loans collateralized by vessels		1,439.0		1,749.6
		1,439.0		1,749.6

The total carrying amount for vessels that have been provided as security was $1,215 million at December 31, 2014 (2013: $1,812 m), which includes those vessels held for sale as of December 31, 2013.

NOTE 19 - GUARANTEE COMMITMENTS AND CONTINGENT LIABILITIES

	As of December 31,
	2014		2013
(USD million)
Guarantee commitments		0.2		0.0

NOTE 20 – CONTRACTUAL OBLIGATIONS, MORTGAGE DEBT AND BANK LOANS

TORM has various contractual obligations and commercial commitments to make future payments, including lease obligations, purchase commitments, interest payments and repayment of mortgage debt and bank loans.

In March 2014, one bank exercised its option to have TORM to sell 13 vessels. All the sold vessels were delivered in 2014 and the related debt was repaid during the year.

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The following table summarizes the Company's contractual obligations.

As of December 31, 2013:
	2014		2015		2016		2017		2018		Thereafter		Total
(USD million)
Mortgage debt and bank loans (1)		172.9		87.8		1,488.9		-		-		-		1,749.6
Interest payments related to scheduled interest fixing		11.3		-		-		-		-		-		11.3
Estimated variable interest payments (2)		33.9		46.6		58.2		-		-		-		138.7
Total		218.1		134.4		1,547.1		-		-		-		1,899.6
Finance lease liabilities (3)		-		-		-		12.9		-		-		12.9
Interest element finance lease		3.9		4.2		4.2		2.9		-		-		15.2
Chartered-in vessels (incl. vessels not  delivered) (Operating lease) (4)		45.4		43.7		17.3		14.5		7.3		-		128.2
Other operating leases (5)		5.2		2.6		2.5		0.7		-		-		11.0
Trade payables and other liabilities		78.5		-		-		-		-		-		78.5
Total		133.0		50.5		24.0		31.0		7.3		-		245.8
Contractual obligations – as lessor:
Charter hire income for vessels on time charter and bareboat charter (including vessels not delivered) (Operating lease) (6)		36.7		0.3		-		-		-		-		37.0
Total		36.7		0.3		-		-		-		-		37.0
As of December 31, 2014:
		2015		2016		2017		2018		2019	Thereafter		Total
Mortgage debt and bank loans (1)		113.9		1,325.1		-		-		-		-		1,439.0
Interest payments related to scheduled interest fixing		9.0		-		-		-		-		-		9.0
Estimated variable interest payments (2)		28.4		46.9		-		-		-		-		75.3
Total		151.3		1,372.0		-		-		-		-		1,523.3
Finance lease liabilities (3)		-		-		11.9		-		-		-		11.9
Interest element finance lease		4.3		4.5		2.9		-		-		-		11.7
Chartered-in vessels (incl. vessels not  delivered) (Operating lease) (4)		38.5		19.0		17.2		7.4		-		-		82.1
Other operating leases (5)		3.1		3.5		2.3		1.6		0.9		0.1		11.5
Trade payables and other liabilities		47.0		-		-		-		-		-		47.0
Total		92.9		27.0		34.3		9.0		0.9		0.1		164.2
Contractual obligations – as lessor:
Charter hire income for vessels on time charter and bareboat charter (including vessels not delivered) (Operating lease) (6)		23.0		-		-		-		-		-		23.0
Total		23.0		-		-		-		-		-		23.0

(1) The presented amounts to be repaid do not include directly related costs arising from the issuing of the loans of $11.9 million (2013: $15.8 million), which are amortized over the term of the loans.

(2) Variable interest payments are estimated based on the forward rates for each interest period. This corresponds to an average net interest including margin of 2.8% for 2015 (2013: the average net interest rate for 2014 was 2.5%).

(3) One leasing agreement includes a purchase liability at expiry of the leasing period.

(4) Leases have been entered into with a mutually non-cancellable lease period of up to four years. Certain leases include a profit sharing element implying that the actual charter hire may be higher. The average period until redelivery of the vessels is 1.3 years (2013: 2.2 years).

(5) Other operating leases primarily consist of contracts regarding office spaces, cars and apartments as well as IT-related contracts.

(6) Charter hire income for vessels on time charter and bareboat charter is recognized under revenue. The average period until redelivery of the vessels is 0.3 year (2013: 0.6 year).

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NOTE 21 - FINANCE LEASE LIABILITIES – AS LESSEE

	Minimum lease payments		Interest element			Carrying amount
(USD million)
Lease liabilities regarding finance lease assets:
2014
Falling due within one year		3.2		(4.3	)		(1.1	)
Total current		3.2		(4.3	)		(1.1	)
Falling due between one and five years		20.4		(7.4	)		13.0
Falling due after five years		-		-			-
Total non-current		20.4		(7.4	)		13.0
Total		23.6		(11.7	)		11.9
Fair Value							11.9
2013
Falling due within one year		3.0		(3.9	)		(0.9	)
Total current		3.0		(3.9	)		(0.9	)
Falling due between one and five years		25.1		(11.3	)		13.8
Falling due after five years		-		-			-
Total non-current		25.1		(11.3	)		13.8
Total		28.1		(15.2	)		12.9
Fair Value							12.9

Finance lease in 2014 relates to one MR product tanker (2013: one) chartered on bareboat expiring no later than 2017. At the expiry of the charter period, the Company has an obligation to purchase the vessel.

Please refer to note 24 for further information on fair value hierarchies.

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NOTE 22 - DERIVATIVE FINANCIAL INSTRUMENTS

The table below shows the fair value of the derivative financial instruments:

	Fair value as of December 31, 2014			Fair value as of December 31, 2013		Fair value as of December 31, 2012
(USD million)
Hedge accounting cash flow:
Derivative financial instruments regarding freight and bunkers:
Forward freight agreements		0.1			-		-
Bunker swaps		(1.7	)		-		-
Non-hedge accounting:
Derivative financial instruments regarding freight and bunkers:
Bunker swaps		(0.1	)		-		1.3
		(1.7	)		-		1.3
Of which included in:
Current assets
Other receivables		0.1			-		1.4
Current liabilities
Other liabilities		(1.8	)		-		(0.1	)
		(1.7	)		-		1.3

The table below shows realized amounts as well as fair value adjustments regarding derivative financial instruments recognized in income statements and equity in 2012, 2013 and 2014:

							Fair value adjustments Income statement
	Revenue			Port expenses, bunkers and commissions			Freight and bunker derivatives			Operating expenses			Administrative expenses			Financial items			Equity hedging reserves
(USD million)
Bunker swaps		-			-			3.0			-			-			-			-
Forward Freight Agreements		-			-			6.9			-			-			-			-
Forward exchange contracts		-			-			-			(1.7	)		(1.6	)		-			3.3
Interest rate swaps		-			-			-			-			-			(15.5	)		3.8
Currency contracts		-			-			-			-			-			0.0			-
Total 2012		-			-			9.9			(1.7	)		(1.6	)		(15.5	)		7.1
Bunker swaps		-			-			1.4			-			-			-			-
Forward Freight Agreements		0.3			-			-			-			-			-			-
Interest rate swaps		-			-			-			-			-			(11.6	)		-
Total 2013		0.3			-			1.4			-			-			(11.6	)		-
Bunker swaps		-			(0.1	)		(0.1	)		-			-			-			(1.7	)
Forward Freight Agreements		(0.6	)		-			-			-			-			-			(0.6	)
Interest rate swaps		-			-			-			-			-			(6.6	)		-
Total 2014		(0.6	)		(0.1	)		(0.1	)		-			-			(6.6	)		(2.3	)

Please refer to note 23 for further information on commercial and financial risks.

F-112

NOTE 23 - RISKS ASSOCIATED WITH TORM'S ACTIVITIES

The risks can generally be divided into four main categories: 1) Long-term strategic risks, 2) Industry and market-related risks, 3) Operational and compliance risks, and 4) Financial risks.

The risks described under each of the four categories are considered to be among the most significant risks for TORM within each category.

1) LONG-TERM STRATEGIC RISKS

Industry-changing risks, such as the substitution of oil for other energy sources and radical changes in transportation patterns, are considered to have a relatively high potential impact, but are long-term risks. Management continues to monitor long-term strategic risks to ensure the earliest possible mitigation of potential risks as well as to develop necessary capabilities to exploit opportunities created by the same risks.

2) INDUSTRY AND MARKET-RELATED RISKS

Industry and market-related risk factors relate to changes in the markets and in the political, economic and physical environment that Management cannot control, such as freight rates, vessel and bunker prices.

FREIGHT RATE FLUCTUATIONS

The Company's income is principally generated from voyages carried out by its fleet of vessels. As such, TORM is exposed to the considerable volatility that characterizes freight rates on such voyages.

In the tanker segment, it is the Company's strategy to seek a certain exposure to this risk, as volatility also represents an opportunity because earnings historically have been higher in the day-to-day market compared to time charters. The fluctuations in freight rates for different segments and different routes may vary substantially. However, TORM is aiming at reducing the sensitivity to the volatility of such specific freight rates by achieving economies of scale, by actively seeking the optimal geographical positioning of the fleet and by optimizing the service offered to customers.

Within the tanker segment, freight income is to a certain extent covered against general fluctuations through the use of physical contracts, such as cargo contracts and time charter agreements with durations of 6-24 months. In addition, TORM has historically used financial instruments such as forward freight agreements (FFAs) and synthetic time charter contracts, with coverage of typically 3-12 months forward, based on market expectations and in accordance with the Company's risk management policies. In 2014, 8% (2013: 8%, 2012: 12%) of freight earnings deriving from the Company's tankers was secured in this way. Physical time charter contracts accounted for 89% (2013: 94%, 2012: 92%) of overall hedging, as this hedging instrument resulted in higher rates than those offered by the forward market. In 2014, the Company entered into FFAs with a total notional contract value of $5 million (2013: $5 million, 2012: $14 million). At the end of 2014, the coverage for 2015 for all segments was at a relatively low level of 11% (2013: 14%, 2012: 17%).

FFA trade and other freight-related derivatives are subject to specific policies and guidelines approved by the Board of Directors, including trading limits, stop-loss policies, segregation of duties and other internal control procedures.

By end of 2014 TORM has a long term bulk T/C-in fleet of 7 vessels (2013: 6 vessels, 2012: 8 vessels). During the summer 2013 TORM has made a strategic transition from spot operator to tonnage provider and has since operated the existing core bulk fleet on time charter contracts. As of December 31, 2014 the coverage for 2015 was 64% (2013: 56%, 2012: 75%). As of December 31, 2014 the market value of the FFA hedge position was $0 (2013: $0, 2012: $0)

F-113

All things being equal and to the extent the Company's vessels have not already been chartered out at fixed rates, a freight rate change of USD/day 1,000 would lead to the following change in profit before tax based on the expected number of earning days for the coming financial year:

	2015		2014		2013
(USD million)
Sensitivity to Changes In Freight Rates
Change in freight rates of USD/day 1,000:
Change in profit before tax		16.7		21.2		24.7
Change in equity		16.7		21.2		24.7

SALES AND PURCHASE PRICE FLUCTUATIONS

As an owner of 45 vessels, TORM is exposed to risk associated with changes in the value of the vessels, which can vary considerably during their useful lives. As of December 31, 2014, the carrying value of the fleet was $1,215 million (2013: $1,693 million, 2012: $1,948 million). Based on broker valuations, TORM's fleet had a market value of $859 million as of December 31, 2014 (2013: $1,137 million, 2012: 1,159 million).

During 2012, 2013 and 2014, TORM has reduced its fleet by 22 product tankers which were sold as a consequence of three lenders deciding to exercise their options to have TORM sell the vessels. Following the sale, the vessels were placed under commercial and technical management with TORM.

During 2012, 2013 and 2014, TORM has not taken delivery of any vessels, and has no vessels on order.

Under the financing agreements, TORM must obtain consent from the banks to sell and purchase vessels and thus the Company's mitigation options are limited.

BUNKER PRICE FLUCTUATIONS

The cost of fuel oil consumed by the vessels, known in the industry as bunkers, accounted for 69% of the total voyage costs in 2014 (2013: 66%, 2012: 69%) and is by far the biggest single cost related to a voyage.

TORM is exposed to fluctuations in bunker prices that are not reflected in the freight rates achieved by the Company. To reduce this exposure, TORM hedges part of its bunker requirements with oil derivatives.

Bunker trade is subject to specific risk policies and guidelines approved by the Board of Directors including trading limits, stop-loss, stop-gain and stop-at-zero policies, segregation of duties and other internal control procedures.

TORM applies hedge accounting to certain bunker hedge contracts. Hedge accounting is applied systematically and is based on specific policies.

In 2014, TORM covered 2.2% (2013: 8.3%, 2012: 17.4%) of its bunker requirements using hedging instruments. As of December 31, 2014, the total market value of bunker hedge contracts was $2 million (2013: $0 million, 2012: $1.3 million).

All things being equal, a price change of 10% per ton of bunker oil (without subsequent changes in freight rates) would lead to the following change in expenditure based on the expected bunker consumption in the spot market:

	2015		2014		2013
(USD million)
Sensitivity to changes in the bunker prices
Change in the bunker prices of 10% per ton:
Change in bunker expenses		13.7		21.5		33.5
Change in equity		13.7		21.5		33.5

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3) OPERATIONAL AND COMPLIANCE RISKS

Operational risks are risks associated with the ongoing operations of the business and include risks such as safe operation of vessels, availability of experienced seafarers and staff, terrorism, piracy and insurance and counterparty risk.

INSURANCE COVERAGE

In the course of the fleet's operation, various casualties, accidents and other incidents may occur that may result in financial losses for TORM. For example, national and international rules, regulations and conventions mean that the Company may incur substantial liabilities in the event that a vessel is involved in an oil spill or emission of other environmentally hazardous agents.

In order to reduce the exposure to these risks, the fleet is insured against such risks to the extent possible. The total insurance program comprises a broad cover of risks in relation to the operation of vessels and transportation of cargoes, including personal injury, environmental damage and pollution, cargo damage, third-party casualty and liability, hull and machinery damage, total loss and war. All of TORM's owned vessels are insured for an amount corresponding to their market value plus a margin to cover any fluctuations. Liability risks are covered in line with international standards. Furthermore, all vessels are insured for loss of hire for a period of up to 90 days in the event of a casualty. It is TORM's policy to cooperate with financially sound international insurance companies with a credit rating of BBB or better, presently some 14-16 companies, along with two P&I Clubs, to diversify risk. The P&I Clubs are member of the internationally recognized collaboration, International Group of P&I Clubs, and the Company's vessels are each insured for the maximum amounts available in the P&I system. At the end of 2014, the aggregate insured value of hull and machinery and interest for TORM's owned vessels amounted to $1.7 billion (2013: $2.5 billion, 2012: $2.6 billion).

COUNTERPARTY RISK

The negative development in the shipping industry since 2009 caused counterparty risk to be an ever-present challenge demanding close monitoring to manage and decide on actions to minimize possible losses. The maximum counterparty risk associated is equal to the values recognized in the balance sheet. A consequential effect of the counterparty risk is loss of income in future periods, e.g. counterparts not being able to fulfill their responsibilities under a time charter, a contract of affreightment or an option. The main risk is the difference between the fixed rates under a time charter or a contract of affreightment and the market rates prevailing upon default.

The Company has focused closely on its risk policies and procedures during the year to assure that risks managed in the day-to-day business are kept at agreed levels and that changes in the risk situations are brought to Management's attention.

The Company's counterparty risks are primarily associated with:

● Receivables, cash and cash equivalents

● Contracts of affreightment with a positive fair value

● Derivative financial instruments and commodity instruments with positive fair value

Receivables, cash and cash equivalents

The majority of TORM's customers are companies that operate in the oil industry. It is assessed that these companies are, to a great extent, subject to the same risk factors as those identified for TORM's Tanker Segment.

In the Tanker Segment, a major part of the Company's freight revenues stems from a small group of customers. One customer accounted for 9.8% (2013: 6.4%, 2012: 8.0%) of the freight revenues in 2014. The concentration of earnings on a few customers requires extra attention to credit risk. TORM has a credit policy under which continued credit evaluations of new and existing customers take place. For longstanding customers, payment of freight normally takes place after a vessel's cargo has been discharged. For new and smaller customers, the Company's credit risk is limited as freight most often is paid prior to the cargo's discharge, or, alternatively, that a suitable bank guarantee is placed in lieu thereof.

F-115

The Bulk Segment enforces appropriate vetting of counterparties using all available information and insists on additional mitigation such as bank guarantees, upfront payment of freight or parent company guarantee, if required, to reduce the risk profile of a contract to a reasonable level without jeopardizing the commercial opportunity.

As a consequence of the payment patterns mentioned above, the Company's receivables within the Tanker and the Bulk Segments primarily consist of receivables from voyages in progress at year-end and, to a lesser extent, of outstanding demurrage. For the past five years, the Company has not experienced any significant losses in respect of charter payments or any other freight agreements. With regard to the collection of demurrage, the Company's average stands at 97% (2013: 95%, 2012: 97%), which is considered to be satisfactory given the differences in interpretation of events. In 2014, demurrage represented 10.0% (2013: 8.0%, 2012: 9.0%) of the total freight revenues.

The Company only places cash deposits with major banks covered by a government guarantee or with strong and acceptable credit ratings.

Derivative financial instruments and commodity instruments

In 2014, 100% of TORM's forward freight agreements (FFAs) and bunker swaps were cleared either through NASDAQ, London Clearinghouse (LCH) or NYMEX Clearport, effectively reducing counterparty credit risk by daily clearing of balances.

4) FINANCIAL RISKS

Financial risks relate to the Company's financial position, financing and cash flows generated by the business, including foreign exchange risk and interest rate risk. The Company's liquidity and capital resources are described in note 2.

Under the current financing agreements TORM is prohibited from hedging its currency and interest rate exposures.  The risks related hereto are uncovered, and as a result the entire debt is uncovered in relation to interest risk, and non-USD denominated expenses are exposed to foreign exchange risk.  Any changes in interest rates and foreign exchange rates could therefore have a material adverse effect on TORM's future performance, results of operations, cash flows and financial position. Going forward TORM may obtain consent to increase the use of derivatives and then the policies and guidelines mentioned under the various risks will still apply.

FOREIGN EXCHANGE RISK

TORM uses United States dollars as its functional currency because the majority of the Company's transactions are denominated in United States dollars. The foreign exchange risk is thereby limited to cash flows not denominated in United States dollars. The primary risk relates to transactions denominated in DKK, EUR and SGD and relates to administrative and operating expenses.

The part of the Company's expenses that are denominated in currencies other than United States dollars account for approximately 97% (2013: 95%, 2012: 95%) for administrative expenses approximately 16% (2013: 10%, 2012: 10%) for operating expenses and approximately 10% (2013: 38%) for capital expenditures.

Other significant cash flows in non-USD-related currencies occur occasionally, including certain purchase obligations denominated in JPY. No other significant cash flows in non-USD-related currencies occurred in 2014.

All things being equal, a change in the USD/DKK exchange rate of 10% would result in a change in profit before tax and equity as follows:

	2015		2014		2013
(USD million)
Sensitivity to changes in the USD/DKK exchange rate
Effect of a change in the USD exchange rate of 10% in relation to DKK:
Change in profit before tax		5.5		7.5		6.4
Change in equity		5.5		7.5		6.4

F-116

INTEREST RATE RISK

TORM's interest rate risk generally relates to interest-bearing mortgage debt and bank loans. All of the Company's loans for financing vessels are denominated in United States dollars, and all are floating rate loans. Fixing interest exposure is therefore reduced to the scheduled interest fixing of the debt.

At the end of 2014, TORM has fixed 25% of the interest exposure for 2015 (2013: 25% for 2014, 2012: 25% for 2013). The fixing is a result of the scheduled interest fixing of the debt through March 31, 2015.

All things being equal, a change in the interest rate level of 1% on the unhedged debt will result in a change in the interest rate expenses as follows:

	2015		2014		2013
(USD million)
Effect of a change in the interest rate level of 1%:
Change in interest rate expenses		10.4		12.4		14.1
Change in equity		10.4		12.4		14.1

TORM's interest-bearing debt decreased from year-end 2013 to year-end 2014 by $324 million (2013: decrease of $150 million, 2012: increase of $81 million) to $1,394 million (2013: $1,718 million, 2012: $1,868 million).

NOTE 24 - FINANCIAL INSTRUMENTS

CATEGORIES OF FINANCIAL ASSETS AND LIABILITIES AS DEFINED IN IAS 39:	As of December 31,
	2014		2013
(USD million)
Loans and receivables
Freight receivables		71.8		79.7
Other receivables		4.0		12.5
Cash and cash equivalents		44.6		29.1
		120.4		121.3
Available for sale assets
Other investments		10.9		12.3
		10.9		12.3
Derivative financial instruments (assets)
Other receivables (held for trading)		-		-
		-		-
Financial liabilities measured at amortized cost
Mortgage debt and bank loans		1,427.1		1,733.9
Finance lease liabilities		11.9		12.9
Trade payables		18.3		43.9
Other liabilities		22.8		28.6
		1,480.1		1,819.3
Derivative financial instruments (liabilities)
Other liabilities (held for trading)		0.1		-
Other liabilities (hedge accounting)		1.7		-
		1.8		-

F-117

The fair value of the financial assets and liabilities above equals the carrying amount except for mortgage debt and bank loans for which the fair value can be found in note 17.

FAIR VALUE HIERARCHY FOR FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE IN THE BALANCE SHEET

The table below shows the fair value hierarchy for financial instruments measured at fair value in the balance sheet. The financial instruments in question are grouped into Levels 1 to 3 based on the degree to which the fair value is observable.

● Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities

● Level 2 fair value measurements are those derived from input other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices)

● Level 3 fair value measurements are those derived from valuation techniques that include input for the asset or liability that are not based on observable market data (unobservable inputs)

			2013
	Quoted prices (Level 1)		Observable inputs (Level 2)		Unobservable inputs (Level 3)		Total
(USD million)
Available for sale financial assets:
Other investments		-		-		12.3		12.3
Derivative financial instruments (assets):
Other receivables – fair value through profit or loss (held for trading)		-		-		-		-
Other receivables (hedge accounting)		-		-		-		-
Total financial assets		-		-		12.3		12.3
Derivative financial instruments (liabilities):
Other liabilities – fair value through profit or loss (held for trading)		-		-		-		-
Other liabilities (hedge accounting)		-		-		-		-
Total financial liabilities		-		-		-		-

	2014
	Quoted prices (Level 1)		Observable inputs (Level 2)		Unobservable inputs (Level 3)
							Total
(USD million)
Available for sale financial assets:
Other investments		-		-		10.9		10.9
Derivative financial instruments (assets):
Other receivables – fair value through profit or loss (held for trading)		-		-		-		-
Other receivables (hedge accounting)		-		-		-		-
Total financial assets		-		-		10.9		10.9
Derivative financial instruments (liabilities):
Other liabilities – fair value through profit or loss (held for trading)		-		0.1		-		0.1
Other liabilities (hedge accounting)		-		1.7		-		1.7
Total financial liabilities		-		1.8		-		1.8

F-118

There were no transfers between Level 1 and 2 in 2013 and 2014.

In all material aspects, the estimation of the fair market value of TORMs unlisted shares (level 3) is based on market multiples for comparable listed companies (peer group). The peer group is selected from companies in comparable industries and is assessed as representative for the assessment of the value of the shareholding. Further TORM applies an average of both the price to earnings and price to book multiple in determining the fair market value.

Derivative financial instruments $1.7 million (2013: $0) are measured at fair value based on discounted cash flow on a recurring basis. Furthermore cash flow are estimated on forward curves for bunker swaps and FFAs from observable forward curves at the end of the reporting period and contract forward rates discounted at a rate that reflects the credit risk of the counterparties.

RECONCILIATION OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE IN THE BALANCE SHEET BASED ON LEVEL 3

	2014			2013			2012
(USD million)
Other investments, Available-for-sale:
Balance at January 1		12.3			12.3			11.6
Gain/(loss) in other comprehensive income		(1.4	)		0.6			0.2
Transfers from Level 3		-			(0.6	)		0.5
Balance at December 31		10.9			12.3			12.3
Gain/loss in the income statement for assets held at the end of the reporting period		-			-			-

NOTE 25 - RELATED PARTY TRANSACTIONS

During 2014, TORM carried on trading with its joint ventures for a total amount of $1.4 million (2013: $1.9 million, 2012: $1.5 million).

Management remuneration is disclosed in note 4.

To the best of TORM's knowledge, there have not been any other transactions with related parties during the financial year.

NOTE 26 - ASSETS HELD FOR SALE

In November 2013 the Company entered into agreement concerning the sale of four MR tankers. The tankers were classified as assets held-for-sale and presented separately in the balance sheet and included under Tanker Segment in the segment information.

An impairment loss of $55 million from adjusting the carrying amount of the tankers to the market value was recognized in the income statement for 2013 under "Impairment losses on tangible and intangible assets". The vessels were delivered to the new owners in March and April 2014.

In 2012, an impairment loss of $74 million from adjusting the carrying amount of the tankers to the market value was recognized in the income statement for 2012 under "Impairment losses on tangible and intangible assets".

F-119

NOTE 27 – CASH FLOWS

	2014			2013			2012
(USD million)
REVERSAL OF OTHER NON-CASH MOVEMENTS:
Amortization of acquired assets and liabilities		1.4			(0.7	)		(1.3	)
Share-based payment		0.1			0.6			1.3
Adjustments on derivative financial instruments		0.1			1.3			2.5
Exchange rate adjustments		-			-			0.7
Other adjustments		(8.2	)		4.1			(0.4	)
Total reversal of other non-cash movements		(6.6	)		5.3			2.8

	2014			2013			2012
(USD million)
CHANGE IN BUNKERS, RECEIVABLES AND PAYABLES:
Change in bunkers		1.7			22.5			11.7
Change in receivables		20.8			38.5			27.8
Change in prepayments		(1.2	)		8.6			(3.8	)
Change in trade payables and other liabilities		(15.4	)		(44.0	)		(67.8	)
Adjusted for fair value change of derivative financial instruments		(1.7	)		(1.4	)		38.4
Total change in bunkers, receivables and payables		4.2			24.2			6.3

F-120

NOTE 28 - ENTITIES IN TORM

Parent Company:
Former TORM A/S		Denmark
Investments in subsidiaries
DK Vessel HoldCo GP ApS	100%	Denmark
DK Vessel HoldCo K/S	100%	Denmark
Long Range 1 A/S (3)	100%	Denmark
LR1 Management K/S (3)	100%	Denmark
Medium Range A/S (3)	100%	Denmark
MR Management K/S (3)	100%	Denmark
OMI Holding Ltd.	100%	Mauritius
OMI Marine Service Ltd. (2)	100%	Delaware
Tiber Shipping LLC (2)	100%	Marshall Islands
Torghatten & TORM Shipowning ApS	100%	Denmark
TORM Brasil Consultoria em Transporte Maritimo LTDA.	100%	Brazil
TORM Crewing Service Ltd.	100%	Bermuda
TORM Shipping India Private Limited	100%	India
TORM Singapore Pte. Ltd.	100%	Singapore
TORM USA LLC	100%	Delaware
TT Shipowning K/S	100%	Denmark
VesselCo 1 K/S	100%	Denmark
VesselCo 2 K/S (3)	100%	Denmark
VesselCo 2 Pte. Ltd.	100%	Singapore
VesselCo 3 K/S	100%	Denmark
VesselCo 4 K/S (3)	100%	Denmark
VesselCo 4 Pte. Ltd.	100%	Singapore
VesselCo 6 Pte. Ltd.	100%	Singapore
VesselCo 7 Pte. Ltd.	100%	Singapore
VesselCo A ApS	100%	Denmark
VesselCo B ApS (3)	100%	Denmark
VesselCo C ApS	100%	Denmark
VesselCo D ApS (3)	100%	Denmark

Interest in legal entities included as joint ventures:
FR8 Holdings Pte. Ltd. (2)	50%	Singapore
Long Range 2 A/S	50%	Denmark
LR2 Management K/S	50%	Denmark
TORM SHIPPING (PHILS.), INC.	25%	Philippines
Ugland & TORM Shipowning ApS (1)	50%	Denmark
UT Shipowning K/S (1)	50%	Denmark

(1) Entities dissolved in the financial year ended December 31, 2012.

(2) Entities dissolved in the financial year ended December 31, 2013.

(3) Entities dissolved in the financial year ended December 31, 2014.

F-121

Interest in joint operations:

During 2014, 2013 and 2012 TORM had a material joint operation, The LR2 Pool, which is based out of the offices in Copenhagen and Singapore. The LR2 Pool was comprised of 29 double-hull Aframax tankers, including 10 of TORM's vessels, which mainly trade clean petroleum products. TORM recognizes a proportional share of the revenue, costs, assets and liabilities, based on the number of days the Company's vessels have been available for the pool in relation to the total available earnings days during the period (approx. 35%). The LR2 Pool ceased the activities with effect from October 1, 2014.

AGGREGATE FINANCIAL INFORMATION OF INDIVIDUALLY IMMATERIAL JOINT VENTURES

	2014		2013		2012
(USD million)
TORM's share of profit/(loss) from continuing operations		0.4		0.5		(9.4	)
TORM's share of total comprehensive income/(loss)		0.4		0.5		(9.4	)
Aggregate carrying amount of our interest in these joint ventures		0.9		1.0		1.0

 In 2012, TORM entered into an agreement to sell its 50% stake in the joint venture entity Ugland & TORM Shipowning ApS. The transaction led to a P&L loss of $5 million, which was recognized in the financial statement for 2012 under "Share of profits/(loss) from jointly controlled entities".

NOTE 29 – LOSS PER SHARE

	2014			2013			2012
(USD million, except share data)
Net loss for the year		(284.2	)		(162.2	)		(580.6	)
Shares
Average number of shares		485,333			485,333			121,333
Average number of treasury shares		(4,455	)		(4,455	)		-2,533
Average number of shares outstanding		480,878			480,878			118,8
Dilutive effect of outstanding share options		-			-			-
Average number of shares outstanding incl. dilutive effect of share options		480,878			480,878			118,8
Basic loss per share (USD)		(591.0	)		(337.3	)		(4,887.2	)
Diluted loss per share (USD)		(591.0	)		(337.3	)		(4,887.2	)

When calculating diluted earnings per share for 2014, 2 share options (2013: 2 share options, 2012: 2 share options) have been omitted as they are out-of-the-money, but potentially the share options might dilute earnings per share in the future.

Loss per share is restated to reflect the change from the reverse shares split of the Company's shares from DKK 0.01 per share to DKK 15 per share in September 2015.

F-122

EX-4.1

Exhibit 4.1

EXECUTION COPY

WHITE &CASE

Dated 13  July 2015

US$75,000,000

Working Capital Facility Agreement

for

TORM A/S

as Borrower

arranged by

Danske Bank A/SDBS Bank LimitedHSH Nordbank AGSkandinaviska Enskilda Banken AB (publ) The Hongkong and Shanghai Banking Corporation Limited

as Mandated Lead Arrangers

with

Danske Bank A/S as Agent

and

Danske Bank A/Sas Security Agent

White & Case TIT5 Old Broad Street London EC2N I DW

Table of Contents

		Page
1.	Definitions and Interpretation	1
2.	The Facility	28
3.	Purpose	30
4.	Conditions of Utilisation	31
5.	Utilisation	32
6.	Repayment	33
7.	Illegality, Prepayment and Cancellation	34
8.	Interest	38
9.	Interest Periods	38
10.	Changes to the Calculation of Interest	39
11.	Fees	41
12.	Tax Gross-up and Indemnities	42
13.	Increased Costs	48
14.	Other Indemnities	49
15.	Mitigation by the Lenders	54
16.	Costs and Expenses	54
17.	Guarantee and Indemnity	56
18.	Representations	60
19.	Information Undertakings	67
20.	Financial Covenants	71
21.	General Undertakings	74
22.	Dealings with Mortgaged Vessels	79
23.	Condition and Operation of Mortgaged Vessels	82
24.	Insurance	84
25.	Minimum Security Value	88
26.	Bank Accounts	91
27.	Business Restrictions	92
28.	Hedging Contracts	96
29.	Events of Default	97
30.	Position of Hedging Provider	101
31.	Changes to the Lenders	103
32.	Changes to the Obligors	107
33.	Roles of Agent and Arranger	108
34.	Conduct of Business by the Finance Parties	118
35.	Sharing Among the Finance Parties	119

(i)

36.	Payment Mechanics	121
37.	Set-off	125
38.	Notices	125
39.	Calculations and Certificates	127
40.	Partial Invalidity	127
41.	Remedies and Waivers	127
42.	Amendments and Grant of Waivers	128
43.	Counterparts	131
44.	Confidentiality	131
45.	Restriction on Debt Purchase Transaction	135
46.	Confidentiality of Funding Rates and Base Reference Bank Quotations	135
47.	Governing Law	137
48.	Enforcement	137
49.	Patriot Act	137
Schedule 1	The Original Parties	138
Schedule 2	Mortgaged Vessel Information	149
Schedule 3	Conditions Precedent	152
Part 1	Conditions Precedent to Delivery of a Utilisation Request	152
Part 2	Conditions Precedent to First Utilisation	155
Part 3	Conditions Precedent required to be delivered by an Additional Guarantor	158
Schedule 4	Form of Utilisation Request	160
Schedule 5	Form of Transfer Certificate	161
Schedule 6	Form of Assignment Agreement	164
Schedule 7	Form of Compliance Certificate	167
Schedule 8	Form of Increase Confirmation	169
Schedule 9	Approved Existing Indebtedness	172
Schedule 10	Form of Accession Deed	173

(ii)

This Agreement is dated 13 July 2015 and made

Between:

(1) TORM A/S, a company duly incorporated and validly existing under the laws of Denmark with CVR number 22460218, with its registered office at Tuborg Havnevej 18, DK-2900, Hellerup, Denmark (the "Borrower");

(2) The Entities listed in Schedule 1 (The Original Parties) as guarantors (the "Original Guarantors");

(3) Danske Bank A/S, DBS Bank Limited, HSH Nordbank AG, Skandinaviska Enskilda Banken AB (publ) and The Hongkong and Shanghai Banking Corporation Limited as mandated lead arrangers (whether acting individually or together, the "Arranger");

(4) The Financial Institutions listed in Schedule 1 (The Original Parties) as lenders (the "Original Lenders");

(5) Danske Bank A/S as agent for the other Finance Parties (the "Agent"); and

(6) Danske Bank A/S as security agent and trustee for the Secured Parties (the "Security Agent").

It is agreed as follows:

Section 1 Interpretation

1. Definitions and Interpretation

1.1 Definitions

In this Agreement:

"Acceptable Bank" means:

(a) a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of Baal or higher by Standard & Poor's Rating Services or BBB or higher by Moody's Investors Service Limited or a comparable rating from an internationally recognised credit rating agency; or

(b) any other bank or financial institution approved by the Agent.

"Accession Deed" means an accession deed executed by any Additional Guarantor, as accepted by the Agent, for accession to this Agreement, substantially in the form set out in Schedule 10 (Form of Accession Deed).

"Account" means any bank account, deposit or certificate of deposit opened, made or established in accordance with Clause 26 (Bank Accounts).

"Account Bank" means, in relation to any Account, either the Agent, the Security Agent, any Original Lender or any New Lender (or any Affiliate of such party) or another bank or financial institution approved by the Majority Lenders at the request of the Borrower.

"Account Holder(s)" means, in relation to any Account, the Obligor(s), in whose name(s) that Account is held.

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

"Additional Guarantor" means a company which becomes an Additional Guarantor in accordance with Clause 32 (Changes to the Obligors).

"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.

"Applicable Code" means any code or prescribed procedures required to be observed by a Mortgaged Vessel or the persons responsible for its operation under any applicable law (including, but not limited to, those currently known as the ISM Code and the ISPS Code).

"Approved Brokers" means the ship broker/consultancy firms H. Clarkson & Co. Ltd., Maersk Broker, Braemar ACM, Arrow Shipbrokers, Platou Shipbrokers A.S., Fearnleys and SSY Valuation Services Limited (or, in each case, any of their Affiliates) and such other reputable international and independent consultancy or ship broker firm approved in advance by the Agent (acting reasonably).

"Approved Jurisdiction" means any of the Kingdom of Denmark, the Kingdom of Norway, the Republic of the Marshall Islands and the Republic of Singapore.

"Assignment Agreement" means an agreement substantially in the form set out in Schedule 6 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee provided that if that other form does not contain the undertaking set out in the form set out in Schedule 6 (Form of Assignment Agreement) it shall not be a Creditor/Agent Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.

"Auditors" means the Borrower's current auditors or any other firm appointed by the Borrower to act as its statutory auditors, in each case, having the necessary skills and experience to audit a group of companies such as the Group.

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

"Availability Period" means the period from and including the date of this Agreement to and including the date falling one Month prior to the Final Repayment Date.

"Available Commitment" means, in relation to the Facility, a Lender's Commitment minus (subject as set out below):

(a) the amount of its participation in any outstanding Utilisations; and

(b) in relation to any proposed Utilisation, the amount of its participation in any other Utilisations that are due to be made on or before the proposed Utilisation Date,

other than that Lender's participation in any Loans that are due to be repaid or prepared on or before the proposed Utilisation Date.

"Bareboat Charter" means the bareboat charter contract between an Owner and the Bareboat Charterer, in form and substance satisfactory to the Agent.

"Bareboat Charterer" means the Borrower.

"Base Reference Bank Quotation" means any quotation supplied to the Agent by a Base Reference Bank.

"Base Reference Bank Rate" means, in relation to LIBOR, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Base Reference Banks:

(a) (other than where paragraph (b) below applies) as the rate at which the relevant Base Reference Bank could borrow funds in the London interbank market in the relevant

2

currency and for the relevant period were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period; or

(b) if different, as the rate (if any and applied to the relevant Base Reference Bank and the relevant currency and period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.

"Base Reference Banks" means, in relation to LIBOR, the principal London offices of each of the Arrangers or such other banks as may be appointed by the Agent in consultation with the Borrower.

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

(a) the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Copenhagen, New York and London (or any other relevant place of payment under Clause 36 (Payment Mechanics)).

"Cash" shall have the meaning given to such term in Clause 20.1 (Financial definitions).

"Cash Sweep Date" means, during the Cash Sweep Period, the date falling six (6) months after the Initial Borrowing Date and each date falling six months thereafter.

"Cash Sweep Extension Notice" means a written notice from the Borrower to the Agent delivered in accordance with paragraph (b) of clause 7.5 (Mandatory prepayment – Cash Sweep) of the Term Facility Agreement by which the Borrower elects to:

(a) extend the Cash Sweep Period by an additional twelve (12) months;

(b) reduce each of the first two Scheduled Amortisation Payments (as defined in the Term Facility Agreement) by 50%; and

(c) increase the Margin by 0.25 per cent. (0.25%) per annum.

"Cash Sweep Period" means the period commencing on the Initial Borrowing Date and ending on the date which is twenty-four (24) months after the Initial Borrowing Date as such period may be extended in accordance with clause 7.5(b) (Mandatory Prepayment – Cash Sweep) of the Term Facility Agreement or shortened in accordance with clause 27.8(b) (Distributions and Other Payments) of the Term Facility Agreement.

"Cash Sweep Termination Notice" has the meaning given to that term in Clause 27.8 (Distribution and Other Payments).

3

"Change of Control" means either:

(a) any person or group of persons acting in concert gains direct or indirect control of the Borrower where:

(i) "control" of the Borrower means:

(A) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(1) cast, or control the casting of, more than 50 per cent (50%). of the maximum number of votes that might be cast at a general meeting of the Borrower; or

(2) appoint or remove the chairman of the board of directors or the majority of the directors or other equivalent officers of the Borrower; or

(3) give directions with respect to the operating and financial policies of the Borrower with which the directors or other equivalent officers of the Borrower are obliged to comply; and/or

(B) the holding beneficially of more than 50 per cent. (50%) of the issued share capital of the Borrower (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); and

(ii) "acting in concert" means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Borrower by any of them, either directly or indirectly, to obtain or consolidate control of the Borrower, provided that for the avoidance of doubt no action by the Lenders (in any capacity) shall result in those Lenders being deemed to be acting in concert for this purpose; or

(b) the Sponsor, directly or indirectly, either:

(i) ceases to be able through its appointees to the Borrower's board of directors (including the chairman (who shall have the casting vote)) to control the board of directors of the Borrower; or

(ii) ceases to own or control at least 33.34 per cent. (33.34%) of the maximum number of votes that might be cast at a general meeting of the Borrower.

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

"Charter" means in relation to a Mortgaged Vessel, any charter commitment or similar contract of employment of that Mortgaged Vessel made between an Owner and a charterer that is not a Group Member.

"Charter Documents" means, in relation to a Mortgaged Vessel, each Charter of that Mortgaged Vessel, any documents supplementing it and any guarantee or security given by any person for the relevant charterer's obligations under it, as applicable.

"Classification" means, in relation to a Mortgaged Vessel, the classification with the relevant Classification Society specified in respect of such Mortgaged Vessel in Schedule 2 (Vessel Information) (or, in the case of any vessel mortgaged as additional security pursuant to Clause

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25.13 (Creation of Additional Security), the classification notified to the Agent as at the date of creation of such mortgage) or another classification approved by the Majority Lenders (acting reasonably) as its classification, at the request of the relevant Owner.

"Classification Society" means, in relation to a Mortgaged Vessel, Lloyds Register, DNV GL or American Bureau of Shipping or another classification society approved in writing by the Majority Lenders as its Classification Society, at the request of the relevant Owner.

"Code" means the US Internal Revenue Code of 1986.

"Commitment" means:

(a) in relation to an Original Lender, the amount relating to such Original Lender in respect of the "Commitment" in Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

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

"Compliance Certificate" means a certificate substantially in the form set out in Schedule 7 (Form of Compliance Certificate) or otherwise in form and substance satisfactory to the Agent.

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

(a) any Group Member or any of its advisers; or

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Group Member or any of its advisers,

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

(i) information that:

(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 44 (Confidentiality); or

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

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

(ii) any Funding Rate or Base Reference Bank Quotation.

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"Confidentiality Undertaking" means a confidentiality undertaking substantially in a recommended form of the LMA amended so as to be addressed to or capable of being relied upon by the Borrower without requiring its signature by virtue of reliance on the Third Parties Act or in any other form agreed between the Borrower and the Agent (a copy of which is provided to the Borrower as soon as reasonable practicable following execution).

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

"Constitutional Documents" means, in respect of an Obligor, such Obligor's certificate of incorporation, memorandum and articles of association, by-laws or similar or other constitutional documents including as referred to in any certificate relating to the Agent pursuant to this Agreement.

"Copenhagen Stock Exchange" means NASDAQ OMX Copenhagen A/S.

"Debt Purchase Transaction" means, in relation to a person, a transaction where such person:

(a) purchases by way of assignment or transfer;

(b) enters into any sub-participation in respect of; or

(c) enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment or amount outstanding under this Agreement.

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

"Defaulting Lender" means any Lender:

(a) which has failed to make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date in accordance with Clause 5.4 (Lenders' Participation);

(b) which has otherwise rescinded or repudiated a Finance Document; or

(c) with respect to which an Insolvency Event has occurred and is continuing,

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

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Payment Disruption Event; and,

(ii) payment is made within three (3) Business Days of its due date; or

(iii) the relevant Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

"Disposal Repayment Date" means in relation to:

(a) a Total Loss of a Mortgaged Vessel, the applicable Total Loss Repayment Date; or

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(b) a sale of a Mortgaged Vessel by the relevant Owner, the date upon which such sale is completed by the transfer of title to the relevant purchaser in exchange for payment of all or part of the relevant purchase price.

"Dollars" or "US$" means the lawful currency of the US.

"Earnings" means, in relation to a Mortgaged Vessel and a person, all money at any time payable to that person for or in relation to the use or operation of such Mortgaged Vessel including freight, hire and passage moneys and/or for the provision of services by or from such Mortgaged Vessel or under any charter commitment, requisition for hire compensation, remuneration for salvage and towage services, demurrage and detention moneys, damages for breach and payments for termination or variation of any charter commitment, contributions in general average, any claims under any guarantees related to freight and/or hire payable to an Obligor as a consequence of the operation of that Mortgaged Vessel, all moneys which are at any time payable under the Insurances relating to such Mortgaged Vessel in respect of loss of earnings, if and when that Mortgaged Vessel is employed on terms whereby any moneys described in this definition are pooled or shared with any other person, the proportion of the net receipts of the relevant pooling or sharing arrangements which are attributable to such Mortgaged Vessel and any other money whatsoever due or to become due to an Obligor from third parties in relation to that Mortgaged Vessel, or otherwise.

"Earnings Account" means any Account designated as an "Earnings Account" under Clause 26 (Bank Accounts).

"Environmental Approval" means any permit or Authorisation and the filing of any notification, report or assessment required for the operation of the Fleet Vessels under any Environmental Law applicable to the operation of such Fleet Vessel.

"Environmental Claim" means

(a) any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law; or

(b) any claim by another person which relates to an Environmental Incident or to an alleged Environmental Incident,

and "claim" means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

"Environmental Incident" means

(a) any Release from any Fleet Vessel;

(b) any incident in which Hazardous Material is Released from a vessel other than a Fleet Vessel and which involves a collision between a Fleet Vessel and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Fleet Vessel is actually or is reasonably likely to be arrested, attached, detained or injuncted and/or a Fleet Vessel and/or the relevant owner or Owner and/or any operator or manager of a Fleet Vessel is at fault or allegedly at fault or is reasonably likely to be subject to any legal or administrative action; or

(c) any other incident in which Hazardous Materials are Released otherwise than from a Fleet Vessel and in connection with which a Fleet Vessel is actually or reasonably likely to be arrested and/or where the relevant owner or Owner and/or any operator or

7

manager of a Fleet Vessel is at fault or allegedly at fault or is reasonably likely to be subject to any legal or administrative action.

"Environmental Laws" means any law relating to pollution or protection of the environment, to the carriage of Hazardous Materials or to actual or threatened Release of Hazardous Materials.

"Event of Default" means any event or circumstance specified as such in Clause 29 (Events of Default).

"Existing Charter Agreement" means in relation to a Mortgaged Vessel, a charter commitment for a period in excess of twelve (12) months (including any optional or automatic extension periods) in effect on the date of this Agreement for that Mortgaged Vessel details of which are provided in Schedule 2 (Vessel information).

"Existing Indebtedness" means all amounts outstanding in respect of:

(a) the nine hundred million Dollars (US$900,000,000) revolving credit facility dated 14 April 2008 (as supplemented and amended from time to time) between, inter alios, the Borrower as borrower and Danske Bank A/S as agent;

(b) the five hundred million Dollars (US$500,000,000) loan facility dated 22 December 2006 (as supplemented and amended from time to time) between, inter alios, the Borrower as borrower and Nordea Bank Danmark A/S as agent;

(c) the one hundred fifty million Dollars (US$150,000,000) loan facility dated 8 April 2008 (as supplemented and amended from time to time) between, inter alios, the Borrower as borrower and DBS Bank Ltd as security trustee;

(d) the two hundred thirty-seven million Dollars (US$237,000,000) revolving credit facility dated 23 December 2005 (as supplemented and amended from time to time) between, inter alios, the Borrower as borrower, The Hong Kong and Shanghai Banking Corporation Limited as agent and security trustee; and

(e) the framework agreement dated 1 November 2012 and as amended or amended and restated from time to time between, among others, the Borrower, the financial institutions named therein as Lenders, Danske Bank A/S as the Administrative Agent and Nordea Bank Danmark A/S as the Security Agent.

"Facility" means the revolving loan facility made available under this Agreement as described in Clause 2 (The Facility).

"Facility Office" means:

(a) in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days' written notice) as the office through which it will perform its obligations under this Agreement; or

(b) in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

"Facility Period" means the period commencing on the date of this Agreement and ending on the date on which the Agent notifies the Borrower and the other Obligors (which the Agent shall do promptly) that:

(a) all amounts which have become due for payment by the Borrower or any other party under the Finance Document have been paid;

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

(c) the Borrower has no future or contingent liability under any provision of this Agreement and the other Finance Documents; and

(d) there are no Commitments in force.

"Fallback Interest Period" means three (3) months.

"FATCA" means:

(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 any law or regulation referred to in paragraph (a) above; or

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

"FATCA Application Date" means:

(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 2017; 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 2017,

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

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

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

"Fee Letter" means any letter between the Borrower and any Finance Party setting out any of the fees referred to in Clause 11 (Fees) or any other fees referred to in this Agreement.

"Final Repayment Date" means, subject to Clause 36.8 (Business Days), the date falling six (6) years after the date of this Agreement.

"Finance Documents" means this Agreement, any Fee Letter, the Intercreditor Agreement, the Security Documents, any Hedging Contract, any Transfer Certificate or Assignment Agreement, any Accession Deed and any other document designated as such by the Agent and the Borrower, provided that where the term "Finance Document" is used in, and construed for the purposes of, this Agreement or the Intercreditor Agreement, a Hedging Contract shall be a Finance Document only for the purposes of:

(a) the definition of "Material Adverse Effect";

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(b) the definition of "Security Document";

(c) paragraph (a)(ii) of Clause 1.2 (Construction);

(d) Clause 17 (Guarantee and Indemnity); and

(e) Clause 29 (Events of Default) and Clause 29.22 (Acceleration).

"Finance Party" means the Agent, the Security Agent, any Arranger, any Hedging Provider or a Lender, provided that where the term "Finance Party" is used in, and construed for the purposes of, this Agreement or the Intercreditor Agreement, a Hedging Provider shall be a Finance Party only for the purposes of:

(a) paragraph (c) of the definition of "Material Adverse Effect";

(b) the definition of "Security Document";

(c) Clause 17 (Guarantee and Indemnity); and

(d) Clause 34 (Conduct of business by the Finance Parties).

"Finance Lease" means any lease or hire purchase contract which would, in accordance with GAAP (as applied by the Borrower as of the date of this Agreement), be treated as a finance or capital lease.

"Financial Indebtedness" means any indebtedness for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any Finance Leases;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

(g) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not a Group Member, which liability would fall within one of the other paragraphs of this definition;

(h) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services (other than legal or accounting services) and payment is due more than ninety (90) days after the date of supply;

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(i) any amounts raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Final Repayment Date or which would under relevant applicable accounting principles be classified as borrowings under GAAP;

(j) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under GAAP; and

(k) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

"Flag State" means, in relation to a Mortgaged Vessel, the country specified in respect of such Mortgaged Vessel in Schedule 2 (Vessel Information), or such other state or territory as may be approved by all the Lenders, at the request of the relevant Owner, as being the "Flag State" of such Mortgaged Vessel for the purposes of the Finance Documents, provided that, subject to Clause 22.1 (Vessel's name and Registration), each of Singapore, Denmark, Norway, United Kingdom, Isle of Man, Bahamas, Bermuda, Panama, Malta, Marshall Islands, Cyprus, Hong Kong and Liberia shall be deemed to be approved by the Lenders as being a Flag State.

"Fleet Vessel" means each Mortgaged Vessel and any other vessel owned or operated by any Group Member.

"Forecast" means:

(a) The Original Forecast; and

(b) in relation to any other period, any forecast delivered by the Borrower to the Agent in respect of that period pursuant to paragraph (c) of Clause 19.1 (Financial Statements).

"Forward Freight Agreement" means a forward freight agreement made or (as the context may require) to be made between the Borrower and any counterparty thereto in relation to the purposes set out in Clause 28.1 (Hedging), each based on (i) the 2007 terms and conditions of the Forward Freight Agreement Brokers' Association standard contract and/or (ii) the 2002 ISDA Master Agreement and Schedule thereto.

"Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 10.4 (Cost of funds).

"GAAP" means International Financial Reporting Standards (as adopted by the EU) and related interpretations as amended, supplemented, issued or adopted from time to time by the International Accounting Standards Board to the extent applicable to the relevant financial statements in respect of the Borrower and its Subsidiaries and otherwise generally accepted accounting principles of the jurisdiction of incorporation of such party consistently applied.

"General Assignment" means, in relation to a Mortgaged Vessel, a first priority assignment of the relevant Owner's interest in such Mortgaged Vessel's Insurances, Earnings, Requisition Compensation, Bareboat Charter (if applicable) and any Charter in excess of twelve (12) months (including any optional or automatic extension periods) in relation to such Mortgaged Vessel (and any guarantee of such Charter) (without step-in rights), entered or to be entered into by the relevant Owner and Bareboat Charterer (if applicable) in favour of the Security Agent in the agreed form.

"Group" means the Borrower and its Subsidiaries for the time being and, for the purposes of Clause 19.1 (Financial Statements) and Clause 20 (Financial Covenants), any other entity required to be treated as a subsidiary in its consolidated accounts in accordance with GAAP and/or any applicable law.

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"Group Member" means any Obligor and any other entity which is a member of the Group.

"Guarantors" means each Original Guarantor and each Additional Guarantor and "Guarantor" means any of them.

"Hazardous Material" means (a) any chemical, material, waste or other substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, restricted waste, toxic, a contaminant, a pollutant, industrial waste, special waste, or radioactive, under or pursuant to any applicable law, and (b) any other chemical, material, substance or waste, exposure to or Release of which is prohibited or regulated in any way by any governmental authority having competent jurisdiction, including, in either case, petroleum and all derivatives thereof or synthetic substitutes therefor.

"Hedging Contract" means any Hedging Transaction between the Borrower and any Hedging Provider pursuant to any Hedging Master Agreement and includes any Hedging Master Agreement and any Confirmations from time to time exchanged under it and governed by its terms relating to that Hedging Transaction.

"Hedging Master Agreements" means the agreements made or (as the context may require) to be made between the Borrower and the Hedging Providers in relation to the purposes set out in Clause 28.1 (Hedging), and "Hedging Master Agreement" means any of them.

"Hedging Providers" means any bank or financial institution which is a Lender or Affiliate of a Lender who may at any time enter into or provide a Hedging Transaction and who accedes to the terms of this Agreement pursuant to Clause 30.1 (Hedging Providers) and includes their respective successors in title and "Hedging Provider" means any of them.

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

"Historic Screen Rate" means, in relation to any Loan, the most recent applicable Screen Rate for the currency of that Loan and for a period equal in length to the Interest Period of that Loan and which is as of a day which is no more than one day before the Quotation Day.

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

"Impaired Agent" means the Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b) the Agent otherwise rescinds or repudiates a Finance Document;

(c) (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of "Defaulting Lender"; or

(d) an Insolvency Event has occurred and is continuing with respect to the Agent; unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

payment is made within 3 Business Days of its due date; or

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(ii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

"Increase Confirmation" means a confirmation substantially in the form set out in Schedule 8 (Form of Increase Confirmation).

"Increase Lender" has the meaning given to that term in Clause 2.2 (Increase).

"Increased Costs" has the meaning given to it in Clause 13.1(b) (Increased Costs);

"Indemnified Person" means:

(a) each Finance Party and each Receiver and Delegate and any attorney, agent or other person appointed by any of them under the Finance Documents;

(b) each Affiliate of those persons; and

(c) any officers, employees or agents of any of the above persons.

"Initial Borrowing Date" means the date on which the Existing Indebtedness is refinanced in full pursuant to the provisions of this Agreement, being the initial Utilisation Date in respect of the Term Loan.

"Initial Security Value" means, for the period from the date of this Agreement until the delivery of the first valuations provided under Clause 25 (Minimum Security Value), the amount in Dollars which is set forth under the caption "Initial Security Value" for each Mortgaged Vessel in Schedule 2 (Mortgaged Vessel Information).

"Insolvency Event" in relation to an entity, means that the entity:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c) makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii) is not dismissed, discharged, stayed or restrained in each case within thirty (30) days of the institution or presentation thereof;

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(f) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(g) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made or is made, by a person or entity described in paragraph (d) above);

(h) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) days thereafter;

(i) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or

(j) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

"Insurance Notice" means, in relation to a Mortgaged Vessel, a notice of assignment in the form scheduled to the Mortgaged Vessel's General Assignment or otherwise in agreed form.

"Insurances" means, in relation to a Mortgaged Vessel:

(k) all policies and contracts of insurance; and

(l) all entries in a protection and indemnity or war risks or other mutual insurance association,

which are from time to time required to be obtained or maintained in respect of that Mortgaged Vessel by any Group Member pursuant to the terms of this Agreement.

"Intercreditor Agreement" means the intercreditor agreement dated the same date as this Agreement and made between, among others, the Borrower, the Debtors (as defined in the Intercreditor Agreement), the Agent, the Security Agent and Danske Bank A/S as agent under the Term Facility Agreement.

"Interest Period" means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default Interest).

"Interpolated Historic Screen Rate" means, in relation to any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

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

(b) the most recent applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

each for the currency of that Loan and each of which is as of a day which is no more than one day before the Quotation Day.

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"Interpolated Screen Rate" means, in relation to LIBOR for any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period; and

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period,

each as of 11:00 a.m. on the Quotation Day.

"ISM Code" means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.

"ISPS Code" means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization's (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

"Legal Reservations" means:

(a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b) the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for, or indemnify a person against, non-payment of UK stamp duty may be void and defences of set-off or counterclaim;

(c) similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

(d) any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinions delivered to the Agent under Clause 4 (Conditions of Utilisation) or Clause 32.2 (Additional Guarantors).

"Lenders" means:

(a) any Original Lender; and

(b) any bank, financial institution, trust, fund or other entity, which has become a Party as a Lender in accordance with Clause 2.2 (Increase) or Clause 31 (Changes to the Lenders),

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

"LIBOR" means, in relation to any Loan:

(a) the applicable Screen Rate as of 11:00 a.m. on the Quotation Day for Dollars and for a period equal in length to the Interest Period of that Loan; or

(b) as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate), and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.

"Limitation Acts" means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

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"Loan" means a loan made or to be made under the Facility or the principal amount of that loan for the time being outstanding under this Agreement.

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

"Loss Payable Clauses" means, in relation to a Mortgaged Vessel, the provisions concerning payment of claims under the Mortgaged Vessel's Insurances in the form scheduled to the Mortgaged Vessel's General Assignment or in such other approved form.

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

"Major Casualty Amount" means US$1,000,000 or the equivalent in any other currency.

"Majority Lenders" means a Lender or Lenders whose Commitments aggregate sixty six and two thirds per cent. (66²/₃%) or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated sixty six and two thirds per cent. (66²/₃%) or more of the Total Commitments immediately prior to that reduction).

"Margin" means:

(a) prior to the delivery of a Cash Sweep Extension Notice, two point five zero per cent. (2.50%) per annum;

(b) on and after the delivery of a Cash Sweep Extension Notice, two point seven five per cent. (2.75%) per annum; and

(c) in relation to any Unpaid Sum, the highest rate specified above.

"Market Value" means, in respect of a Mortgaged Vessel, the fair market value of such Mortgaged Vessel as determined in accordance with Clause 25 (Minimum Security Value).

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

(a) the business or financial condition of the Group taken as a whole; or

(b) the ability of the Obligors taken as a whole to perform their obligations under the Finance Documents; or

(c) the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

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"Minimum Value" means the amount in Dollars which is at that time equal to one hundred and twenty five per cent. (125%) of the sum of the aggregate amount of the Term Loan and the aggregate amount of the Loans (for the avoidance of doubt, excluding the aggregate amount of undrawn Commitments under this Agreement at that time), provided that the above mentioned reference to the "Term Loan" and "Loans" shall mean the aggregate amount of the Term Loan and the Loans minus, in relation to any Mortgaged Vessel which has become a Total Loss but whose Disposal Repayment Date has not then occurred, such proportion of the Term Loan and the Loans as the Market Value of such Mortgaged Vessel bore to the aggregate Market Value of all the Mortgaged Vessels (including the relevant Mortgaged Vessel) immediately before its Total Loss.

"Mortgage" means, in relation to a Mortgaged Vessel, a first priority or first preferred mortgage in respect of the Mortgaged Vessel in the agreed form entered or to be entered into by the relevant Owner in favour of the Security Agent, together with, to the extent required, any collateral deed of covenants in the agreed form.

"Mortgage Period" means, in relation to a Mortgaged Vessel, the period from the Initial Borrowing Date until the date the Mortgage or other Security Interest in respect of such Mortgaged Vessel and/or its Earnings, Insurances and Requisition Compensation is released and discharged or, if earlier, its Total Loss Date.

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

"New Lender" has the meaning given to such term in Clause 31.1 (Assignment and Transfers by the Lenders).

"Obligor" means the Borrower or a Guarantor.

"Obligors' Agent" means the Borrower, appointed to act on behalf of each other Obligor in relation to the Finance Documents pursuant to Clause 2.4 (Obligors' Agent).

"Original Financial Statements" means the audited annual consolidated financial statements of the Borrower for the Borrower's financial year ended 31 December 2014.

"Original Forecast" means the Forecast for the period ending on 31 December 2015 delivered to the Agent pursuant to Clause 4.1 (Initial Conditions Precedent).

"Owner" means, in relation to a Mortgaged Vessel, the person specified as the owner of that Mortgaged Vessel in Schedule 2 (Vessel Information) or, with respect to any Fleet Vessel mortgaged as additional security pursuant to Clause 25.13 (Creation of Additional Security), the owner of such Fleet Vessel.

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

"Party" means a party to this Agreement.

"Payment Disruption Event" means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

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(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

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

"Permitted Maritime Liens" means, in relation to a Mortgaged Vessel:

(a) any ship repairer's or outfitter's lien (whether or not constituting a maritime lien) arising in connection with such Mortgaged Vessel being put into the possession of any other person as permitted by Clause 23.11 (Repairer's Liens), or any work carried out while the Mortgaged Vessel is in such person's possession;

(b) any lien on such Mortgaged Vessel for master's, officer's or crew's wages outstanding in the ordinary course of its trading;

(c) any lien on such Mortgaged Vessel for salvage; and

(d) any lien arising solely by operation of law and/or in the ordinary course of business and which does not secure Financial Indebtedness.

"Permitted Security Interests" means, in relation to any asset, any Security Interest over it which is:

(a) granted by the Finance Documents; or

(b) a Permitted Maritime Lien; or

(c) is approved by the Majority Lenders; or

(d) in relation to Taxes not overdue, or, in the case of income and property taxes and assessments, which are being contested in good faith with due diligence and where the relevant Obligor or the Group as a whole has adequate cash reserves in excess of such contested sums; or

(e) a lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any Group Member; or

(f) prior to the Initial Borrowing Date, those granted pursuant to the Existing Indebtedness; or

(g) any netting or set-off arrangement entered into by any Owner in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances.

"Quotation Day" means, in relation to any period for which an interest rate is to be determined, two (2) Business Days before the first day of that period unless market practice differs in the London interbank market for Dollars, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Day will be the last of those days).

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

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

"Release" means, in relation to a Fleet Vessel, any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, seeping, dispersal, leaching, dumping, disposing of, depositing, migrating or placing, including movement through, into or upon, the environment or otherwise entering into the indoor or outdoor environment, including any natural or man-made structure (including the abandonment or discarding of barrels, containers, and other receptacles containing any Hazardous Material), and "Released" shall be construed accordingly.

"Relevant Affiliate" means, in relation to any Obligor or Group Member:

(a) a Subsidiary of that Obligor or Group Member; or

(b) a Holding Company of that Obligor or Group Member; or

(c) any other Subsidiary of that Holding Company,

but in each case excluding the Sponsor and excluding any Affiliate of the Sponsor which is not a Group Member (other than any Affiliate of the Sponsor which is the immediate Holding Company of the Borrower).

"Relevant Jurisdiction" means, in relation to an Obligor:

(a) its jurisdiction of incorporation;

(b) any jurisdiction where any asset (other than a Mortgaged Vessel and the assets which are the subject of the General Assignment) subject to or intended to be subject to any Transaction Security created or to be created by it is situated;

(c) the Flag State of any Mortgaged Vessel in respect of which it is the Owner; and

(d) any jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

"Repeating Representations" means each of the representations and warranties set out in Clauses 18.1 (Status) to and including Clause 18.6 (Governing Law and Enforcement) (except for those contained in Clause 18.2 (Binding Obligations) to the extent that the circumstances giving rise to a misrepresentation as a result of the repetition of Clause 18.2 (Binding Obligations) also constitute an Event of Default under Clause 29.11 (Unlawfulness and Invalidity)).

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

"Requisition Compensation" means, in relation to a Mortgaged Vessel, any compensation paid or payable by a government entity for the requisition for title, confiscation or compulsory acquisition of such Mortgaged Vessel (other than by way of requisition of hire).

"Restricted Party" means a person:

(a) that is listed on any Sanctions List (whether designated by name or by reason of being included in a class of person) or otherwise is a target of Sanctions Laws;

(b) that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of any country or territory that is the target of comprehensive, country- or territory-wide Sanctions Laws;

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(c) that is directly or indirectly owned or controlled by a person referred to in (a) and/or (b) above; or

(d) with which any national of a Sanctions Authority is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws.

"Rollover Loan" means one or more Loans:

(a) made or to be made on the same day that a maturing Loan is due to be repaid;

(b) the aggregate amount of which is equal to or less than the amount of the maturing Loan; and

(c) made or to be made to the same Borrower for the purpose of refinancing that maturing Loan.

"Sanctions Authority" means (a) the United Nations, the European Union, the member states of the European Union, the US or any country to which any Obligor, or any other Group Member or any Relevant Affiliate or any of them is bound or (b) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury ("OFAC"), the United States Department of State and Her Majesty's Treasury.

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

"Sanctions List" means any list of persons or entities published in connection with Sanctions Laws, by or on behalf of any Sanctions Authority.

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

"Secured Parties" means "Secured Parties" as defined in the Intercreditor Agreement.

"Security Documents" means:

(a) the Mortgage in respect of each of the Mortgaged Vessels;

(b) the General Assignment in relation to each of the Mortgaged Vessels;

(c) the Share Security in relation to each Owner; and

(d) any other document as may be executed to guarantee and/or secure any amounts owing to the Finance Parties under this Agreement, any other Finance Documents or any amounts owing to the Term Facility Finance Parties under the Term Facility Finance Documents.

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

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"Security Value" means, (i) prior to the delivery of the first valuations pursuant to Clause 25 (Minimum Security Value), the Initial Security Value and (ii) thereafter, the amount in Dollars which, at that time, is the aggregate of (a) the Market Value of all of the Mortgaged Vessels which have not then become a Total Loss and (b) the value of any additional security then held by the Security Agent provided under Clause 25 (Minimum Security Value), in each case as most recently determined in accordance with this Agreement.

"Separate Loan" has the meaning given to that term in Clause 6.1 (Repayment of Loans).

"Shareholder" means:

(a) in respect of DK Vessel HoldCo GP ApS, VesselCo A ApS and VesselCo C ApS, the Borrower; and

(b) in respect of DK Vessel HoldCo K/S, the Borrower and DK Vessel HoldCo GP ApS, a company incorporated and existing in Denmark whose registered office is Tuborg Havnevej 18, 2900 Hellerup, Denmark;

(c) in respect of VesselCo 7 Pte. Ltd and VesselCo 6 Pte. Ltd., DK Vessel HoldCo K/S, a limited partnership incorporated and existing in Denmark whose registered office is Tuborg Havnevej 18, 2900 Hellerup, Denmark;

(d) in respect of VesselCo 1 K/S, DK Vessel HoldCo K/S, a limited partnership incorporated and existing in Denmark and VesselCo A ApS, a company incorporated and existing in Denmark, each with a registered office at Tuborg Havnevej 18, 2900 Hellerup, Denmark; and

(e) in respect of VesselCo 3 K/S, DK Vessel HoldCo K/S, a a limited partnership incorporated and existing in Denmark and VesselCo C ApS, a company incorporated and existing in Denmark, each with a registered office at Tuborg Havnevej 18, 2900 Hellerup, Denmark.

"Share Security" means, in relation to each Owner, the document constituting a first priority Security Interest by the relevant Shareholder or Shareholders in favour of the Security Agent in the agreed form in respect of all of the shares in such Owner.

"Sponsor" means Oaktree Capital Management, L.P. and any fund or funds solely managed by Oaktree Capital Management, L.P..

"Subsidiary" means in relation to any company, corporation, limited liability partnership or other legal entity (a "holding company"), a company, corporation, limited liability partnership or other legal entity:

(a) which is controlled, directly or indirectly, by the holding company; or

(b) more than half the issued share capital of which is beneficially owned, directly or indirectly, by the holding company; or

(c) which is a subsidiary of another Subsidiary of the holding company,

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

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

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"Term Facility Agent" means the facility agent under the Term Facility Agreement.

"Term Facility" means the "Facility" under and as defined in the Term Facility Agreement.

"Term Facility Agreement" means the term facility agreement comprising a US$560,725,192.45 term loan facility made between the Borrower, the other Obligors, the Term Finance Parties and others dated on or about the date hereof.

"Term Facility Finance Documents" means the "Finance Documents" as defined in the Term Facility Agreement.

"Term Facility Finance Parties" means the "Finance Parties" as defined in the Term Facility Agreement.

"Term Loan" means the "Loan" as defined in the Term Facility Agreement.

"Term Loan Commitments" means the "Commitments" as defined in the Term Facility Agreement.

"Third Parties Act" has the meaning given to such term in Clause 1.3 (Third Party Rights).

"Total Commitments" means the aggregate of the Commitments being seventy five million Dollars (US$75,000,000) at the date of this Agreement.

"Total Loss" means, in relation to a Mortgaged Vessel, its:

(a) actual, constructive, compromised, agreed or arranged total loss; or

(b) requisition for title, confiscation or other compulsory acquisition by a government entity (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to extension); or

(c) hijacking, theft, condemnation, capture, seizure, arrest, disappearance or detention for more than two hundred and ten (210) days.

"Total Loss Date" means, in relation to the Total Loss of a Mortgaged Vessel (but, for the purposes of this definition, ignoring any time periods set out in the definition of "Total Loss"):

(a) in the case of an actual total loss, the date it happened or, if such date is not known, the date on which the Mortgaged Vessel was last reported;

(b) in the case of a constructive, compromised, agreed or arranged total loss, the earliest of:

(i) the date notice of abandonment of the Mortgaged Vessel is given to its insurers; or

(ii) if the insurers do not admit such a claim, the date later determined by a competent court of law to have been the date on which the total loss happened; or

(iii) the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the Mortgaged Vessel's insurers;

(c) in the case of a requisition for title, confiscation or compulsory acquisition, the date falling ninety (90) days after the date upon which such event happened; and

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(d) in the case of hijacking, theft, condemnation, capture, seizure, arrest, disappearance or detention, the date falling two hundred and ten (210) days after the date upon which such event happened.

"Total Loss Repayment Date" means where a Mortgaged Vessel has become a Total Loss the earlier of:

(a) the date falling ninety (90) days after its Total Loss Date; and

(b) the date upon which insurance proceeds or Requisition Compensation for such Total Loss are paid by insurers or the relevant government entity.

"Transaction Documents" means the Finance Documents, the Term Facility Finance Documents and the Bareboat Charters.

"Transaction Security" means the Security Interests created or expressed to be created pursuant to the Security Documents.

"Transfer Certificate" means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.

"Transfer Date" means, in relation to an assignment or transfer, the later of:

(a) the proposed Transfer Date specified in the Assignment Agreement or Transfer Certificate; and

(b) the date on which the Agent executes the Assignment Agreement or Transfer Certificate.

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

"Trust Property" means, collectively:

(a) all moneys duly received by the Security Agent under or in respect of the Finance Documents;

(b) the Security Interests, guarantees, security, powers and rights given to the Security Agent under and pursuant to the Finance Documents including, without limitation, the covenants given to the Security Agent in respect of all obligations of any Obligor;

(c) all assets paid or transferred to or vested in the Security Agent or its agent or received or recovered by the Security Agent or its agent in connection with any of the Finance Documents whether from any Obligor or any other person; and

(d) all or any part of any rights, benefits, interests and other assets at any time representing or deriving from any of the above, including all income and other sums at any time received or receivable by the Security Agent or its agent in respect of the same (or any part thereof).

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

"US" means the United States of America.

"US Tax Obligor" means:

(a) the Borrower to the extent it is resident for tax purposes in the US; or

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(b) an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

"USA PATRIOT Act" has the meaning given to such term in Clause 49 (Patriot Act).

"Utilisation" means the making available of a Loan.

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

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

"VAT" means:

(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 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.

1.2 Construction

(a) Unless a contrary indication appears, any reference in any of the Finance Documents to:

(i) Sections, Clauses and Schedules are to be construed as references to the Sections and Clauses of, and the Schedules to, the relevant Finance Document and references to a Finance Document include its Schedules;

(ii) a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as it may from time to time be amended, restated, novated or replaced, however fundamentally;

(iii) words importing the plural shall include the singular and vice versa;

(iv) a time of day is to Copenhagen time;

(v) any person includes its successors in title, permitted assignees or transferees;

(vi) "agreed form" means:

(A) where a Finance Document has already been executed by all of the relevant parties, such Finance Document in its executed form;

(B) prior to the execution of a Finance Document, the form of such Finance Document separately agreed in writing between the Agent and the Borrower as the form in which that Finance Document is to be executed or another form approved at the request of the Borrower;

(vii) "approved by the Majority Lenders" or "approved by the Lenders" means approved in writing by the Agent acting on the instructions of the Majority Lenders or, as the case may be, all of the Lenders (on such conditions as they may respectively impose) and otherwise "approved" means approved in writing by the Agent (on such conditions as the Agent may impose) and "approval" and "approve" shall be construed accordingly;

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(viii) "assets" includes present and future properties, revenues and rights of every description;

(ix) "charter commitment" means, in relation to a vessel, any charter or contract for the employment of that vessel or the carriage of people and/or cargo or the provision of services by or from it and includes any agreement for pooling or sharing income derived from any such charter or contract;

(x) the term "disposal" or "dispose" means a sale, transfer or other disposal (including by way of lease or loan but not including by way of loan of money) by a person of all or part of its assets, whether by one transaction or a series of transactions and whether at the same time or over a period of time, but not the creation of a Security Interest;

(xi) the "equivalent" of an amount specified in a particular currency (the "specified currency amount") shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specified currency amount in the London foreign exchange market at or about 11 a.m. on the date the calculation falls to be made for spot delivery, as conclusively determined by the Agent (with the relevant exchange rate of any such purchase being the "Agent's spot rate of exchange");

(xii) "euro/€" means the lawful currency of the Participating Member States and, in respect of all payments to be made under the Finance Documents in euro, funds which are for the same day settlement in the European Interbank Payments System (or such other funds as may at the relevant time be customary for the settlement of international banking transactions denominated in euro);

(xiii) a "government entity" means any government, state or agency of a state;

(xiv) a "guarantee" means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(xv) "indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(xvi) "month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:

(A) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that month (if there is one) or on the immediately preceding Business Day (if there is not); and

(B) if there is no numerically corresponding day in that month, that period shall end on the last Business Day in that month,

and the above rules in paragraph (A) and (B) will only apply to the last month of any period;

(xvii) an "obligation" means any duty, obligation or liability of any kind;

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(xviii) something being in the "ordinary course of business" of a person means something that is in the ordinary course of that person's day-to-day business (and not merely anything which that person is entitled to do under its Constitutional Documents);

(xix) pay, prepay or repay in Clause 27 (Business Restrictions) includes by way of set-off, combination of accounts or otherwise;

(xx) a "person" includes any individual, firm, company, corporation, government entity or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(xxi) a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation and includes (without limitation) any regulation relating to Basel II or Basel III;

(xxii) "right" means any right, privilege, power or remedy, any proprietary interest in any asset and any other interest or remedy of any kind, whether actual or contingent, present or future, arising under contract or law, or in equity;

(xxiii) "trustee, " "fiduciary" and "fiduciary duty" has in each case the meaning given to such term under applicable law;

(xxiv) (i) the "winding up," "dissolution," or "administration" of person or (ii) a "receiver" or "administrative" "receiver" or "administrator" in the context of insolvency proceedings or security enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings or any equivalent and analogous person or appointee (respectively) under the law of the jurisdiction in which such person is established or incorporated or any jurisdiction in which such person carries on business including (in respect of proceedings) the seeking or occurrences of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors; and

(xxv) a provision of law is a reference to that provision as amended or re-enacted.

(b) Where in this Agreement a provision includes a monetary reference level in one currency, unless a contrary indication appears, such reference level is intended to apply equally to its equivalent in other currencies as of the relevant time for the purposes of applying such reference level to any other currencies.

(c) Section, Clause and Schedule headings are for ease of reference only.

(d) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(e) A Default (including an Event of Default) is "continuing" if it has not been remedied or waived.

(f) Unless a contrary indication appears, in the event of any inconsistency between the terms of this Agreement and the terms of any other Finance Document when dealing with the same or similar subject matter, the terms of this Agreement shall prevail.

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1.3 Third Party Rights

(a) Unless expressly provided to the contrary in a Finance Document for the benefit of a Finance Party or another Indemnified Person, a person who is not a party to a Finance Document has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or to enjoy the benefit of any term of the relevant Finance Document.

(b) Any Finance Document may be rescinded or varied by the parties to it without the consent of any person who is not a party to it (unless otherwise provided by this Agreement).

(c) An Indemnified Person who is not a party to a Finance Document may only enforce its rights under that Finance Document through a Finance Party and if and to the extent and in such manner as the Finance Party may determine.

1.4 Conflict of Documents

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

(b) The terms of this Agreement are subject to the terms of the Intercreditor Agreement and, in the event of any conflict between any provision of the Intercreditor Agreement and any provision of this Agreement, the provisions of the Intercreditor Agreement shall prevail.

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Section 2 The Facility

2. The Facility

2.1 The Facility

Subject to the terms of this Agreement, the Lenders severally agree to provide to the Borrower a revolving loan facility in an amount equal to the Total Commitments.

2.2 Increase

(a) The Borrower may, by giving prior notice to the Agent by no later than the date falling fifteen (15) Business Days after the effective date of a cancellation of:

(i) the Available Commitments of a Defaulting Lender in accordance with Clause 7.8(f) (Right of Replacement or Cancellation and Prepayment in Relation to a Single Lender); or

(ii) the Commitments of a Lender in accordance with Clause 7.1 (Illegality),

request that the Commitments be increased (and the Commitments shall be so increased) in an aggregate amount of up to the amount of the Available Commitment or Commitments so cancelled as follows:

(A) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an "Increase Lender") selected by the Borrower (each of which shall not be a Group Member and which is further acceptable to the Agent (acting reasonably)) and each of which confirms in writing its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;

(B) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

(C) each Increase Lender shall become a Party as a "Lender" and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(D) the Commitments of the other Lenders shall continue in full force and effect; and

(E) any increase in the Commitments shall take effect on the date specified by the Borrower in the notice referred to above or any later date on which the conditions set out in Clause 2.2(b) below are satisfied.

(b) An increase in the Commitments will only be effective on:

(i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;

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(ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase:

(A) the Increase Lender entering into documentation required for it to accede as a party to the Intercreditor Agreement; and

(B) the performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Borrower and the Increase Lender.

(c) Each of the other Finance Parties hereby appoint the Agent as its agent to execute on its behalf any Increase Confirmation delivered to the Agent in accordance with this Clause 2.2.

(d) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(e) Unless the Agent otherwise agrees or the increased Commitments are assumed by an existing Lender, the Borrower shall, not later than on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of three thousand five hundred Dollars (US$3,500) and the Borrower shall promptly on demand pay the Agent and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by either of them, and, in the case of the Security Agent, by any Receiver or Delegate, in connection with any increase in Commitments under this Clause 2.2.

(f) The Borrower shall pay to the Increase Lender any fee in the amount and at the times agreed between the Borrower and the Increase Lender in any letter between the Borrower and the Increase Lender setting out such fee. A reference in this Agreement to a Fee Letter shall include any letter referred to in this Clause 2.2(f).

(g) Clause 31.4 (Limitation of Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2(g) in relation to an Increase Lender as if references in that clause to:

(i) an "Existing Lender" were references to all the Lenders immediately prior to the relevant increase;

(ii) the "New Lender" were references to that "Increase Lender"; and

(iii) a "re-assignment" and "re-transfer" were references to a "transfer" and "assignment".

2.3 Finance Parties' Rights and Obligations

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

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance

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Documents to a Finance Party from an Obligor shall be a separate and independent debt.

(c) A Finance Party may separately enforce its rights under the Finance Documents, provided that no Finance Party shall have any independent power to enforce, or have recourse to, any of the Security under the Security Documents or to exercise any right, power, authority or discretion arising under the Security Documents except through the Agent or Security Agent.

2.4 Obligors' Agent

(a) Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i) the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions, to execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

(ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail.

3. Purpose

3.1 Purpose

The Borrower shall apply all amounts borrowed under the Facility towards its general corporate purposes.

3.2 Monitoring

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

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4. Conditions of Utilisation

4.1 Initial Conditions Precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders' Participation) in relation to the initial Utilisation if on or before the Utilisation Date for that Utilisation the Agent, or its duly authorised representative, has received all of the documents and other evidence listed in Part 1 of Schedule 3 (Conditions Precedent to Delivery of a Utilisation Request) and in Part 2 of Schedule 3 (Conditions Precedent to Utilisation) in each case in form and substance satisfactory to the Agent.

4.2 Notice to Lenders

The Agent shall notify the Borrower and the Lenders promptly upon receiving and being satisfied with all of the documents and evidence delivered to it under Clause 4.1 (Initial Conditions Precedent). Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification referred to in this Clause 4.2, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.3 Further Conditions Precedent

Subject to Clause 4.1 (Initial Conditions Precedent), the Lenders will only be obliged to comply with Clause 5.4 (Lenders' Participation) if on the date of a Utilisation Request and on the proposed Utilisation Date:

(a) n the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan;

(b) in the case of any other Loan, no Default is continuing or would result from the proposed Utilisation;

(c) the Security Value would be equal to or greater than the Minimum Value immediately following the proposed Utilisation; and

(d) in relation to any Loan on the Initial Borrowing Date, all of the representations set out in Clause 18 (Representations) or, in relation to any other Loan, the Repeating Representations are true in all material respects (or with respect to any such representations which are already qualified by materiality, in all respects).

4.4 Maximum number of Loans

(a) The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation 10 or more Loans would be outstanding.

(b) Any Separate Loan shall not be taken into account in this Clause 4.4.

4.5 Waiver of Conditions Precedent

The conditions in this Clause 4 are inserted solely for the benefit of the Finance Parties and may be waived on their behalf in whole or in part and with or without conditions by the Agent acting on the instructions of the Majority Lenders (or, in relation to those conditions precedent with are expressed in Schedule 3 (Conditions Precedent) to require all Lender approval, on the instructions of all Lenders).

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Section 3 Utilisation

5. Utilisation

5.1 Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than 10:00 a.m. three (3) Business Days before the proposed Utilisation Date.

5.2 Completion of a Utilisation Request

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

(i) the proposed Utilisation Date is a Business Day within the Availability Period;

(ii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and Amount);

(iii) the proposed Interest Period complies with Clause 9 (Interest Periods); and

(iv) it identifies the purpose for the Utilisation and that purpose complies with Clause 3 (Purpose).

(b) Only one Loan may be requested in each Utilisation Request.

5.3 Currency and Amount

(a) The currency specified in a Utilisation Request must be Dollars.

(b) The amount of the proposed Utilisation must be a minimum of US$5,000,000 or, if less, the Available Facility.

5.4 Lenders' Participation

(a) If the conditions set out in this Agreement have been met, and subject to Clause 6.1 (Repayment of Loans), each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

(b) The amount of each Lender's participation in each Loan will be equal to the proportion borne by its Available Commitment to the relevant Available Facility immediately prior to making that Loan.

(c) The Agent shall promptly notify each Lender of the amount of each Loan and the amount of its participation in that Loan, in each case by 11:00 a.m. on the relevant Quotation Day.

(d) The Agent shall pay all amounts received by it in respect of each Loan (and its own participation in it, if any) to the Borrower or for its account in accordance with the instructions contained in the relevant Utilisation Request.

5.5 Cancellation of Commitments

The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for the Facility.

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Section 4 Repayment, Prepayment and Cancellation

6. Repayment

6.1 Repayment of Loan

(a) The Borrower shall repay each Loan on the last day of its Interest Period.

(b) Without prejudice to the Borrower's obligation under paragraph (a) above, if:

(i) one or more Loans are to be made available to the Borrower:

(A) on the same day that a maturing Loan is due to be repaid by the Borrower; and

(B) in whole or in part for the purpose of refinancing the maturing Loan; and

(ii) the proportion borne by each Lender's participation in the maturing Loan to the amount of that maturing Loan is the same as the proportion borne by that Lender's participation in the new Loans to the aggregate amount of those new Loans,

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

(A) if the amount of the maturing Loan exceeds the aggregate amount of the new Loans:

(1) the relevant Borrower will only be required to make a payment under Clause 36.1 (Payments to the Agent) in an amount in the relevant currency equal to that excess; and

(2) each Lender's participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender's participation in the maturing Loan and that Lender will not be required to make a payment under Clause 36.1 (Payments to the Agent) in respect of its participation in the new Loans; and

(B) if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans:

(1) the relevant Borrower will not be required to make a payment under Clause 36.1 (Payments to the Agent); and

(2) each Lender will be required to make a payment under Clause 36.1 (Payments to the Agent) in respect of its participation in the new Loans only to the extent that its participation in the new Loans exceeds that Lender's participation in the maturing Loan and the remainder of that Lender's participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender's participation in the maturing Loan.

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(c) At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Loans then outstanding will be automatically extended to the Final Repayment Date and will be treated as separate Loans (the "Separate Loans") denominated in the currency in which the relevant participations are outstanding.

(d) A Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving not less than 10 Business Days' prior notice to the Agent. The Agent will forward a copy of a prepayment notice received in accordance with this paragraph (d) to the Defaulting Lender concerned as soon as practicable on receipt.

(e) Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the Borrower by the time and date specified by the Agent (acting reasonably) and will be payable by that Borrower to the Agent (for the account of that Defaulting Lender) on the last day of each Interest Period of that Loan. If the Borrower fails to select an Interest Period by not later than 3 Business Days before the expiry of the immediately preceding Interest Period, the relevant Interest Period will be 3 Months.

(f) The terms of this Agreement relating to Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with paragraphs (c) to (e) above, in which case those paragraphs shall prevail in respect of any Separate Loan.

6.2 Final Repayment Date

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

7. Illegality, Prepayment and Cancellation

7.1 Illegality

If it becomes unlawful (including, without limitation, under applicable Sanctions Laws) in any applicable jurisdiction for a Lender to perform any of its obligations or to collect or claim any amount under any Loan as contemplated by this Agreement or to fund or maintain its participation in any Loan:

(a) that Lender shall promptly notify the Agent upon becoming aware of that event;

(b) upon the Agent notifying the Borrower, each Available Commitment of that Lender will be immediately cancelled and the undrawn Total Commitments shall each be reduced rateably; and

(c) to the extent that the Lender's participation has not been transferred pursuant to Clause 31.1 (Assignments or Transfers by the Lenders), the Borrower shall repay that Lender's participation in the Loans on the last day of the Interest Period for such period occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.

7.2 Mandatory Prepayment - Change of Control

(a) Each Obligor shall promptly notify the Agent upon becoming aware of a Change of Control.

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(b) If a Change of Control occurs and unless the Agent has previously approved the Change of Control (acting on the instructions of all Lenders, whose consent shall not be unreasonably withheld or delayed):

(i) a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and

(ii) the Total Commitments shall be cancelled with effect from the date such Change of Control occurs and the Loans and all other outstanding obligations under this Agreement and any of the other Finance Documents shall be payable not later than the date falling sixty (60) days after the date on which such Change of Control occurs.

7.3 Mandatory Prepayment – Security Value

In the event that, following the receipt of the notice from the Agent under Clause 25.11(a) (Security Shortfall), the Borrower does not comply with the provisions of Clause 25.11(a) (Security Shortfall), the Borrower shall be immediately obliged to prepay such amount of the Loans as shall be required in order to ensure that the Security Value equals or exceeds the Minimum Value.

7.4 Mandatory prepayment - Sale or Total Loss of a Mortgaged Vessel

In connection with any sale or Total Loss of a Mortgaged Vessel, on the applicable Disposal Repayment Date relating to such Mortgaged Vessel, the Borrower shall prepay such amount of the Loans as may be necessary to ensure that the outstanding Loans after such date will be reduced by an amount equal to the product of (a) the outstanding amount of the Loans multiplied by (b) the amount equal to the Market Value of such Mortgaged Vessel divided by (ii) the Market Value of all Mortgaged Vessels.

7.5 Voluntary Cancellation

At any time the Borrower may, if it gives the Agent not less than three (3) Business Days' prior notice, cancel the whole or any part of an Available Facility. Upon any such cancellation the Commitments of the Lenders shall be reduced rateably.

7.6 Voluntary Prepayment

The Borrower may, if it gives the Agent not less than 30 days' (or such shorter period as the Lenders may agree) prior written notice, prepay at the end of any Interest Period the whole or any part of a Loan but, if in part, being an amount that reduces the amount of a Loan by a minimum amount of five million Dollars (US$5,000,000) (or such lesser amount as may be acceptable to the Agent) and is a multiple of one million Dollars (US$1,000,000) on any day in respect of the amount to be prepaid.

7.7 Right of Replacement or Cancellation and Prepayment in Relation to a Single Lender

(a) If:

(i) any sum payable to any Lender by an Obligor is required to be increased under Clause 12.2 (Tax Gross-up); or

(ii) any Lender claims indemnification from an Obligor under Clause 12.3 (Tax Indemnity) or Clause 13.1 (Increased Costs),

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment of that

35

Lender's participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.

(b) On receipt of a notice referred to in paragraph (a) above in relation to a Lender, the Commitment of that Lender shall immediately be reduced to zero and (unless the Commitment of the relevant Lender is replaced in accordance with paragraph (d) below), the Commitments shall be reduced rateably.

(c) On the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in that Loan together with all interest and other amounts due to that Lender under the Finance Documents.

(d) The Borrower may, in the circumstances set out in paragraph (a) above and if an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality), on ten (10) Business Days' prior written notice to the Agent and the relevant Lender, replace that Lender by requiring that Lender to transfer (and, to the extent permitted by law, that Lender shall transfer) pursuant to Clause 31 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank or financial institution selected by the Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 31 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the aggregate of:

(i) the outstanding principal amount of such Lender's participation in the outstanding Loan(s);

(ii) all accrued interest owing to such Lender;

(iii) the Break Costs which would have been payable to such Lender pursuant to Clause 10.6 (Break Costs) had the Borrower prepaid in full that Lender's participation in the Loans on the date of the transfer; and

(iv) all other amounts payable to that Lender under the Finance Documents on the date of the transfer.

(e) The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:

(i) the Borrower shall have no right to replace the Agent;

(ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and

(iii) in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

(f) If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent twenty (20) Business Days' notice of the cancellation of the undrawn Commitment of that Lender.

7.8 Automatic Cancellation

Any part of the Total Commitments which has not become available by the end of the Availability Period relating to that part of the Total Commitments shall be automatically cancelled at close of business in London on the last day of the relevant Availability Period.

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7.9 Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this Agreement shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs if the prepayment is not made on the last day of the relevant Interest Period, without premium or penalty. Any cancellation of any part of the Total Commitments pursuant to this Agreement shall be made without premium or penalty.

(c) Unless a contrary indication appears in this Agreement, any part of the Facility which is repaid or prepaid may be reborrowed in accordance with the terms of this Agreement.

(d) The Borrower shall not repay or prepay all or any part of any Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

(g) If any Commitments are partially reduced under this Agreement (other than under Clause 7.1 (Illegality) and Clause 7.7 (Right of Cancellation and Prepayment in Relation to a Single Lender)), the Commitments of the Lenders shall be reduced rateably.

(h) Any prepayment of the Loans pursuant to Clause 7.3 (Mandatory Prepayment – Security Value), Clause 7.4 (Mandatory prepayment – Sale or Total Loss of a Vessel) and Clause 7.6 (Voluntary Prepayment) shall be applied against each Loan pro rata to each Lender's participation in the Loan and pro rata against each amortisation payment.

7.10 Intercreditor Agreement Override

The provisions of Clauses 7.3 (Mandatory Prepayment – Security Value) and 7.4 (Mandatory prepayment – Sale or Total Loss of a Vessel) are subject to the terms of the Intercreditor Agreement. Any amount which would otherwise be or be required to be applied in prepayment of any sum outstanding under the Finance Documents pursuant to these Clauses shall only be so applied and shall only be required to be so applied (notwithstanding the relevant provisions of this Agreement) if and to the extent that such payment is not prohibited under the terms of the Intercreditor Agreement and is not otherwise required to be applied under the terms of the Term Facility Agreement.

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Section 5 Costs Of Utilisation

8. Interest

8.1 Calculation of Interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin; and

(b) LIBOR.

8.2 Payment of Interest

The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period.

8.3 Default Interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to Clause 8.3(b) below, is two per cent. (2%) higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing in accordance with this Clause 8.3 shall be immediately payable by the Obligor on demand by the Agent.

(b) If any overdue amount consists of all or part of any Loan which became due on a day which was not the last day of an Interest Period:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be two per cent. (2%) higher than the rate which would have applied if the overdue amount had not become due.

(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

8.4 Notification of Rates of Interest

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

(b) The Agent shall promptly notify the Borrower of each Funding Rate relating to a Loan.

9. Interest Periods

9.1 Selection of Interest Periods

(a) The Borrower may select an Interest Period for a Loan in a Utilisation Request.

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(b) Subject to this Clause 9, the Borrower may select an Interest Period of three or six months or any other period agreed between the Borrower and the Agent (acting on the instructions of all the Lenders in relation to the relevant Loan).

(c) No Interest Period shall extend beyond the Final Repayment Date.

(d) Each Interest Period shall start on the Utilisation Date (or if already made) on the last day of its preceding interest period.

(e) A Loan has one Interest Period only.

9.2 Non-Business Days

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

10. Changes to the Calculation of Interest

10.1 Unavailability of Screen Rate

(a) Interpolated Screen Rate: If no Screen Rate is available for LIBOR for an Interest Period, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to that Interest Period.

(b) Shortened Interest Period: If no Screen Rate is available for LIBOR for an Interest Period and it is not possible to calculate the Interpolated Screen Rate, that Interest Period shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable LIBOR for that shortened Interest Period shall be determined pursuant to the definition of "LIBOR".

(c) Shortened Interest Period and Historic Screen Rate: If an Interest Period is, after giving effect to paragraph (b) above, either the applicable Fallback Interest Period or shorter than the applicable Fallback Interest Period and, in either case, no Screen Rate is available for LIBOR for that Interest Period and it is not possible to calculate the Interpolated Screen Rate, the applicable LIBOR shall be the Historic Screen Rate for that Loan.

(d) Shortened Interest Period and Interpolated Historic Screen Rate: If paragraph (c) above applies but no Historic Screen Rate is available for an Interest Period, the applicable LIBOR shall be the Interpolated Historic Screen Rate for a period equal in length to that Interest Period.

(e) Base Reference Bank Rate: If paragraph (d) above applies but it is not possible to calculate the Interpolated Historic Screen Rate, the Interest Period shall, if it has been shortened pursuant to paragraph (b) above, revert to its previous length and the applicable LIBOR shall be the Base Reference Bank Rate as of 11:00 a.m. on the Quotation Day for the currency of the Loan and for a period equal in length to that Interest Period.

(f) Cost of funds: If paragraph (e) above applies but no Base Reference Bank Rate is available for the relevant currency or Interest Period there shall be no LIBOR for the Loan and Clause 10.4 (Cost of funds) shall apply to the Loan for that Interest Period.

10.2 Calculation of Base Reference Bank Rate

(a) Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Base Reference Bank Rate but a Base Reference Bank does not supply a quotation by

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11:00 a.m. on the Quotation Day, the Base Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Base Reference Banks.

(b) If at or about noon on the Quotation Day none or only one of the Base Reference Banks supplies a quotation, there shall be no Base Reference Bank Rate for the relevant Interest Period.

10.3 Market disruption

If before close of business in London on the Quotation Day for the relevant Interest Period the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed fifty per cent. (50%) of that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of LIBOR then Clause 10.4 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

10.4 Cost of funds

(a) If this Clause 10.4 applies, the rate of interest on the Loans for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

(ii) the weighted average of the rates notified to the Agent by each Lender as soon as practicable and in any event before the date on which interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Loans from whatever source it may reasonably select.

(b) If this Clause 10.4 applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

(c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

(d) If this Clause 10.4 applies pursuant to Clause 10.3 (Market disruption) and:

(i) a Lender's Funding Rate is less than LIBOR; or

(ii) a Lender does not supply a quotation by the time specified in paragraph (a)(ii) above, the cost to that Lender of funding its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.

(e) If this Clause 10.4 applies pursuant to Clause 10.1 (Unavailability of Screen Rate) but any Lender does not supply a quotation by the time specified in paragraph (a) (ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders.

10.5 Notification to Borrower

If Clause 10.4 (Cost of funds) applies the Agent shall, as soon as is practicable, notify the Borrower.

10.6 Break Costs

(a) The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of any Loan or

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any Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or that Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

11. Fees

(a) The Borrower shall pay to the Agent (for the account of each Lender) a fee in Dollars computed at the rate of 40 per cent. of the Margin per annum on that Lender's Available Commitment under the Facility for the Availability Period.

(b) The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the relevant Availability Period, on the last day of the relevant Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender's Commitment at the time the cancellation is effective.

(c) No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

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Section 6

Additional Payment Obligations

12. Tax Gross-up and Indemnities

12.1 Definitions

(a) In this Agreement:

"Protected Party" means a Finance Party or, in relation to Clause 14.4 (Indemnity Concerning Security) and Clause 14.9 (Interest) insofar as it relates to interest on any amount demanded by that Indemnified Person under Clause 14.4 (Indemnity Concerning Security), any Indemnified Person, which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

"Qualifying Lender" means a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and which is:

(i) resident in Denmark for tax purposes and/or lending through a permanent establishment in Denmark;

(ii) not related to the Borrower within the meaning of Section 3 B of the Danish Tax Inspection Act (Skattekontrolloven) such that the debt would be classified as controlled debt as defined in Section 2(1)(d) of the Danish Corporate Tax Act (Selskabsskatteloven);

(iii) resident for tax purposes in an EU member state and entitled to relief pursuant to the EU Interest and Royalties Directive (Directive 2003/49/EC); or

(iv) a Treaty Lender.

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

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

"Tax Payment" means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax Gross-up) or a payment under Clause 12.3 (Tax Indemnity).

"Treaty Lender" means a Lender which:

(i) is treated as a resident of a Treaty State for the purposes of the Treaty;

(ii) does not carry on business in the jurisdiction of incorporation of the Borrower through a permanent establishment with which that Lender's participation in that advance is effectively connected; and

(iii) fulfils any other conditions which must be fulfilled under the Treaty by residents of that Treaty State in order for such residents to obtain full exemption from taxation on interest imposed by the jurisdiction of incorporation of the Borrower, except that for this purpose it shall be assumed that any necessary procedural formalities are satisfied.

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(iv) "Treaty State" means a jurisdiction having a double taxation agreement (a "Treaty") with the jurisdiction of incorporation of the Borrower which makes provision for full exemption from tax imposed by that jurisdiction on payments under a Finance Document.

(b) Unless a contrary indication appears, in this Clause 12 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

12.2 Tax Gross-up

(a) Each Obligor shall make all payments to be made by it under any Finance Document without any Tax Deduction, unless a Tax Deduction is required by law.

(b) The Borrower shall, promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower and that Obligor.

(c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor under the relevant Finance Document shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d) A payment shall not be increased under Clause 12.2(c) above by reason of a Tax Deduction on account of Tax if on the date on which the payment falls due:

(i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or

(ii) the relevant Lender is a Qualifying Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under Clause 12.2(g) (as applicable to it).

(e) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(f) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment, evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(g) A Qualifying Lender and the Obligor which makes a payment to which that Qualifying Lender or a Lender acting through a Facility Office in Denmark is entitled shall co-operate in completing any procedural formalities which might reasonably be considered to be necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

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12.3 Tax Indemnity

(a) The Borrower shall (within five (5) Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party evidences will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b) Clause 12.3(a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party:

(A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B) under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

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

(i) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 12.2 (Tax Gross-up) or relates to a FATCA Deduction required to be made by a party; or

(A) to the extent a loss, liability or cost would have been compensated for by an increased payment under Clause 12.2 (Tax Gross-up) but was not so compensated solely because one of the exclusions in paragraph Error! Reference source not found. of Clause 12.2 (Tax Gross-up) applied.

(c) A Protected Party making, or intending to make a claim under Clause 12.3(a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.

(d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3, notify the Agent.

12.4 Tax Credit

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

(a) a Tax Credit is attributable to:

(i) an increased payment of which that Tax Payment forms part,

(ii) that Tax Payment; or

(iii) a Tax Deduction in consequence of which that Tax Payment was required; and

(b) that Finance Party has obtained and utilised that Tax Credit,

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

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12.5 Lender Status Confirmation

(a) Each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate, Assignment Agreement or Increase Confirmation which it executes on becoming a Party, and for the benefit of the Agent and without liability to the Borrower, which of the following categories it falls in:

(i) not a Qualifying Lender;

(ii) a Qualifying Lender (other than a Treaty Lender); or

(iii) a Treaty Lender.

(b) If a New Lender or an Increase Lender fails to indicate its status in accordance with this Clause 12.6 then such New Lender or Increase Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower or the Obligor). For the avoidance of doubt, a Transfer Certificate, Assignment Agreement or Increase Confirmation shall not be invalidated by any failure of a Lender to comply with this Clause 12.6.

(c) For the avoidance of doubt, Clause 12.5 is without prejudice to Clause 12.2(d), which applies to the payments to a Lender which comes a Party to this Agreement after the date of this Agreement, as well as to the Original Lenders.

12.6 Stamp Taxes

The Borrower shall pay and, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.7 Value Added Tax

(a) All amounts set out, or expressed in a Finance Document to be payable by any party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause Error! Reference source not found. below, if VAT is or becomes chargeable on any supply made by any Finance Party to any party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such party).

(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any party to a Finance Document other than the Recipient (the "Subject Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration):

(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Subject Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies)

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promptly pay to the Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c) Where a Finance Document requires any party to it to reimburse or indemnify a Finance Party for any cost or expense, that party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment of in respect of such VAT from the relevant tax authority.

(d) Any reference in this Clause (b) to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant Member State of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be)).

(e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

12.8 FATCA Information

(a) Subject to Clause 12.8(c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party;

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA;

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased

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to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Clause 12.8(a) above shall not oblige any Finance Party to do anything, and Clause 12.8(a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with Clause 12.8(a)(i) or (ii) above (including, for the avoidance of doubt, where Clause 12.8(c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e) If the Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten (10) Business Days of:

(i) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

(ii) where the Borrower is a US Tax Obligor on a Transfer Date or date on which an increase in Commitments takes effect pursuant to Clause 2.2 (Increase) and the relevant Lender is a New Lender or an Increase Lender, the relevant Transfer Date or date on which an increase in Commitments takes effect pursuant to Clause 2.2 (Increase); or

(iii) where the Borrower is not a US Tax Obligor, the date of a request from the Agent,

supply to the Agent:

(A) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(B) any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f) The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to Clause 12.8(e) above to the relevant Borrower.

(g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to Clause 12.8(e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.

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(h) The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to Clauses 12.8(e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with Clauses 12.8(e), (f) or (g) above.

12.9 FATCA Deduction

(a) Each Party may make any FATCA Deduction from a payment under this Agreement that it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent and the Agent shall notify the other Finance Parties.

13. Increased Costs

13.1 Increased Costs

(a) Subject to Clause 13.3 (Exceptions), the Borrower shall, within three (3) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i) the introduction after the date of this Agreement of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(ii) compliance with any law or regulation made after the date of this Agreement.

(b) In this Agreement:

"Increased Costs" means:

(i) a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall capital;

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

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

"Basel III" means:

(i) the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

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(ii) the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(iii) any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".

13.2 Increased Cost Claims

(a) A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

(c) The Borrower shall not be obliged to compensate a Finance Party in respect of any claim pursuant to Clause 13.1 (Increased Costs) which relates to Increased Costs incurred more than twelve (12) months prior to the date on which the Finance Party (or the Agent in accordance with paragraph (a) above) notifies the Agent of the event giving rise to the claim.

13.3 Exceptions

(a) Clause 13.1 (Increased Costs) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by an Obligor;

(ii) attributable to a FATCA Deduction required to be made by a Party;

(iii) compensated for by Clause 12.3 (Tax Indemnity) (or would have been compensated for under Clause 12.3 (Tax Indemnity) but was not so compensated solely because any of the exclusions in Clause 12.3(b) (Tax Indemnity) applied);

(iv) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

(v) attributable to the implementation or application of or compliance with the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) ("Basel II") or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

(b) In this Clause 13.3, a reference to a "Tax Deduction" has the same meaning given to the term in Clause 12.1 (Definitions).

14. Other Indemnities

14.1 Currency Indemnity

(a) If any sum due from an Obligor under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted

49

from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

(i) making or filing a claim or proof against that Obligor; and/or

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall, as an independent obligation, within three (3) Business Days of demand by a Finance Party, indemnify each Finance Party to whom that Sum is due against any Losses arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2 Other Indemnities

The Borrower shall (or shall procure that another Obligor will), within three (3) Business Days of demand by a Finance Party, indemnify each Finance Party against any and all Losses incurred by that Finance Party as a result of:

(a) the occurrence of any Event of Default;

(b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any and all Losses arising as a result of Clause 35 (Sharing Among the Finance Parties);

(c) funding, or making arrangements to fund, its participation in any Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);

(d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower; or

(e) any claim, action, civil penalty or fine against, any settlement, and any other kind of loss or liability, and all reasonable costs and expenses (including reasonable counsel fees and disbursements) incurred by the Agent or any Finance Party as a result of the conduct of an Obligor or any of their partners (where such Obligor is a partnership) directors, officers, employees, agents or advisors that violates any Sanctions Laws, and shall cover any cost, loss or liability incurred by each Finance Party in any jurisdiction arising or asserted under or in connection with any Sanctions Laws as a result of the aforementioned.

14.3 Indemnity to the Agent and the Security Agent

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

(a) any and all Losses incurred by the Agent or the Security Agent (acting reasonably) as a result of:

(i) investigating any event which it reasonably believes is a Default;

(ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

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(iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement;

(iv) any action taken by the Agent or the Security Agent or any of their representatives, agents or contractors in connection with any powers conferred by any Security Document to remedy any breach of any Obligor's obligations under the Finance Documents; and

(b) any Losses incurred by the Agent (otherwise than by reasons of the Agent's gross negligence or wilful misconduct or, in the case of any Losses pursuant to Clause 36.12 (Disruption to Payment Systems Etc.) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents.

14.4 Indemnity Concerning Security

(a) The Borrower shall (or shall procure that another Obligor will) promptly indemnify each Indemnified Person against any cost, expense, loss or liability incurred by it in connection with:

(i) any failure by the Borrower to comply with its obligations under Clause 16 (Costs and Expenses);

(ii) the taking, holding, protection or enforcement of the Security Documents;

(iii) the exercise or purported exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver or Delegate by the Finance Documents or by law unless and to the extent that it was caused by its gross negligence or wilful misconduct;

(iv) any claim (whether relating to the environment or otherwise) made or asserted against the Indemnified Person which would not have arisen but for the execution or enforcement of one or more Finance Documents (unless and to the extent it is caused by the gross negligence or wilful misconduct of that Indemnified Person);

(v) any breach by any Obligor of the Finance Documents; or

(vi) its role (as applicable) as Security Agent, Receiver or Delegate under the Finance Documents or otherwise in connection with the Charged Property (otherwise, in each case, than by reason of the relevant Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct).

(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the other Finance Parties, indemnify itself out of the Trust Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.4 and shall have a lien on the Trust Property and the proceeds of the enforcement of the relevant Security Documents for all monies payable to it.

14.5 Indemnity Concerning Claims

The Guarantors hereby indemnify and agree to hold harmless each of the Finance Parties and in each case each of its and their Affiliates and each of their respective officers, directors, employees, agents, advisors and representatives (each, an "Indemnified Party") from and against any and all Losses joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any claim, investigation, litigation or proceeding (or the preparation of any defence with

51

respect thereto) commenced or threatened in relation to the Agreement (or the transactions contemplated hereby or thereby) or any use made or proposed to be made with the proceeds of the Facility except to the extent that such Losses resulted from such Indemnified Party's gross negligence or wilful misconduct.

14.6 Environmental Indemnity

(a) Without in any way limiting the generality of the other provisions contained in this Clause 14, the Borrower shall (or shall procure that an Obligor will), on demand, defend, protect, indemnify, save and hold harmless each Indemnified Person, without prejudice to any of their other rights under this Agreement and the other Finance Documents, from and against any and all Losses, demands, actions, proceedings (whether civil or criminal), penalties, fines, damages, judgments, orders, sanctions or other outgoings of whatever nature which may be suffered, incurred or paid by, or made or asserted against the Indemnified Persons or any of them at any time, whether before or after the repayment in full of principal and interest under this Agreement, in connection with or arising out of any Environmental Claim or otherwise arising out of or related to assets which is subject to any Security Documents, including:

(i) the actual or alleged presence of Hazardous Materials on, in, under or affecting all or any of the Mortgaged Vessels, any body of water, any other public domain or any surrounding areas, whether or not the same originates or emanates from the Mortgaged Vessels or from properties at which any Hazardous Materials generated, stored or handled by the Borrower were Released or disposed of; or

(ii) any Environmental Claim or other environmental action relating to the Vessels (or any of them) or any of the assets which are the subject of any of the Security Documents (the "Indemnified Matters"), whether any of the Indemnified Matters arise before or after acceleration of any Loan pursuant to Clause 29.22 (Acceleration) including, without limitation, (A) the costs of removal of any and all Hazardous Materials from all or any of the Mortgaged Vessels, any body of water, any other public domain or any surrounding areas, (B) additional costs required to take reasonable precautions to protect against the Release of Hazardous Materials on, in, under or affecting the Mortgaged Vessels into the air, any body of water, any other public domain or any surrounding areas, and (C) costs incurred to comply, in connection with all or any portion of the Project, with all applicable Environmental Laws with respect to Hazardous Materials, except to the extent that any such Indemnified Matter arises solely from the gross negligence or wilful misconduct of that Indemnified Person; or

(iii) any other loss incurred by the Finance Party due to any non compliance of any Environmental Laws applicable to the Obligors and/or the Mortgaged Vessels.

(b) In no event shall any site visit, observation, or testing by any Finance Party (or any representative of any such Finance Party) be deemed to be a representation or warranty that Hazardous Materials are or are not present with respect to the Mortgaged Vessel or that there has been or shall be compliance with any Environmental Law.

(c) Neither the Borrower nor any other person is entitled to rely on any site visit, observation, or testing by any Finance Party or its representative.

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(d) No Finance Party owes any duty of care to protect the Borrower or any other person against, or to inform the Borrower or any other person of, any Hazardous Materials or any other adverse condition affecting the Mortgaged Vessels.

(e) No Finance Party shall be obligated to disclose to the Borrower or any other person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by any Finance Party or its representatives.

(f) Notwithstanding anything to the contrary set forth above in this Clause 14.6, if any event occurs with respect to a Fleet Vessel (other than a Mortgaged Vessel) in respect of which indemnification may be sought from the Borrower under this Clause 14.6, the Indemnified Person seeking such indemnification shall only be indemnified if it notifies the Borrower in writing within a reasonable time after the relevant Indemnified Person becomes aware of such event and shall, to the extent legally permitted and only if it would not prejudice the defence or making of such claim, consult with the Borrower with respect to the conduct of the relevant claim, action or proceeding, conducts such action or proceeding properly and diligently (based on advice from its legal counsel, to the extent permitted by law and without being under any obligation to disclose any information which it is not lawfully permitted to disclose) and does not settle any such claim, action or proceeding without the Borrower's prior written consent (such consent not to be unreasonably withheld or delayed.

14.7 Continuation of Indemnities

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

14.8 Third Parties Act

Each Indemnified Person may rely on the terms of Clause 14.4 (Indemnity Concerning Security) and Clauses 12 (Tax Gross-up and Indemnities) and 14.9 (Interest) insofar as it relates to interest on any amount demanded by that Indemnified Person under Clause 14.4 (Indemnity Concerning Security), subject to Clause 1.3 (Third Party Rights) and the provisions of the Third Parties Act.

14.9 Interest

Moneys becoming due by the Borrower to any Indemnified Person under the indemnities contained in this Clause 14 (Other Indemnities) shall be paid within five (5) Business Days following on demand from such Indemnified Person and shall be paid together with interest on the sum demanded from the date which is five (5) Business Days following the date of demand therefor to the date of reimbursement by the Borrower to such Indemnified Person (both before and after judgment) at the rate referred to in Clause 8.3 (Default Interest).

14.10 Exclusion of Liability

No Indemnified Person will be in any way liable or responsible to any Obligor (whether as a mortgagee in possession or otherwise) who is a Party or is a party to a Finance Document to which this clause applies for any loss or liability arising from any act, default, omission or misconduct of that Indemnified Person, except to the extent caused by its own gross negligence or wilful misconduct. Any Indemnified Person may rely on this Clause 14.10, subject to Clause 1.3 (Third Party Rights) and the provisions of the Third Parties Act.

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15. Mitigation by the Lenders

15.1 Mitigation

(a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in the Facility ceasing to be available or any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax Gross-up and Indemnities) or Clause 13.1 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Clause 15.1(a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

15.2 Limitation of Liability

(a) The Borrower shall promptly indemnify each Finance Party for all costs and expenses incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

(b) A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16. Costs and Expenses

16.1 Transaction Expenses

The Borrower shall promptly, regardless of whether any Utilisation has occurred, within five (5) Business Days of demand pay any Finance Party the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants and advisers) reasonably incurred by any of them (and by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution, registration and perfection and any release, discharge or reassignment of:

(a) this Agreement, any Hedging Master Agreement and any other documents referred to in this Agreement and the Security Documents;

(b) any other Finance Documents executed or proposed to be executed after the date of this Agreement including any executed to provide additional security under Clause 25 (Minimum Security Value); or

(c) any Security Interest expressed or intended to be granted by a Finance Document.

16.2 Amendment Costs

If an Obligor requests an amendment, waiver or consent, the Borrower shall, within five (5) Business Days of demand, reimburse the Agent or the Security Agent for the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants and advisers) reasonably incurred by the Agent or the Security Agent (and by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

16.3 Security Agent's management time and additional remuneration

(a) Any amount payable to the Security Agent under Clause 14.3 (Indemnity to the Agent and the Security Agent) and this Clause 16 following the occurrence of an Event of

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Default and while it is continuing shall include the cost of utilising the Security Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to the Borrower and the Lenders, and is in addition to any other fee paid or payable to the Security Agent.

(b) Without prejudice to paragraph (a) above, in the event of:

(i) the Security Agent being requested by an Obligor or the Majority Lenders to undertake duties which the Security Agent and the Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Finance Documents; or

(ii) the Security Agent and the Borrower agreeing that it is otherwise appropriate in the circumstances,

the Borrower shall pay to the Security Agent any additional remuneration that may be agreed between them or determined pursuant to paragraph (c) below.

(c) If the Security Agent and the Borrower fail to agree upon the nature of the duties, or upon the additional remuneration referred to in paragraph (b) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Borrower or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrower) and the determination of any investment bank shall be final and binding upon the Parties.

16.4 Enforcement, Preservation and Other Costs

The Borrower shall within five (5) Business Days of demand by a Finance Party, pay to each Finance Party the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants, brokers, surveyors and advisers) incurred by that Finance Party in connection with:

(a) the enforcement of, or the preservation of any rights under, any Finance Document and any proceedings initiated by or against any Indemnified Person and as a consequence of holding the Charged Property or enforcing those rights;

(b) any valuation carried out under Clause 25 (Minimum Security Value); or

(c) any inspection carried out once a year under Clause 23.8 (Inspection and Notice of Drydockings).

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Section 7 Guarantee

17. Guarantee and Indemnity

17.1 Guarantee and Indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a) guarantees to the Security Agent (as trustee for the Finance Parties) and the other Finance Parties punctual performance by each other Obligor of all such Obligor's obligations under the Finance Documents;

(b) undertakes with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c) agrees with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have become due. The amount payable by the Guarantors under this indemnity will not exceed the amount it would have had to pay under this Clause 17.1 if the amount claimed had been recoverable on the basis of a guarantee.

17.2 Continuing Guarantee

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

17.3 Reinstatement

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

17.4 Waiver of Defences

The obligations of each Guarantor under this Clause 17 will not be affected by an act, omission, matter or thing (whether or not known to it or any Finance Party) which, but for this Clause 17.4, would reduce, release or prejudice any of its obligations under this Clause 17 including (without limitation):

(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any other Group Member;

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(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security;

(g) any insolvency or similar proceedings; or

(h) any change in name, authorised activities, capital stock, corporate existence, structure, personnel or ownership of the Borrower or any other Obligor.

17.5 Guarantor Intent

Without prejudice to the generality of Clause 17.4 (Waiver of Defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

17.6 Immediate Recourse

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

17.7 Appropriations

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

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and none of the Guarantors shall be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 17.

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17.8 Deferral of Guarantors' Rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17:

(a) to be indemnified by another Obligor;

(b) to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

(d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which a Guarantor has given a guarantee, undertaking or indemnity under this Clause 17;

(e) to exercise any right of set-off against any other Obligor; and/or

(f) to claim or prove as a creditor of any other Obligor in competition with any Finance Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay an equal amount to the Agent or as the Agent may direct for application in accordance with Clause 36 (Payment Mechanics).

17.9 Additional Security

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

17.10 Danish Guarantee Limitations

(a) For the purposes of this Clause 17.10, "Equity" means the equity (in Danish "egenkapital") of any Guarantor formed under the laws of the Kingdom of Denmark (a "Danish Guarantor") calculated in accordance with applicable generally accepted accounting principles at the relevant time, adjusted if and to the extent any book value is not equal to the market value. The calculation of Equity shall not include the guarantee obligations pursuant to this guarantee.

(b) Notwithstanding any provision of this Clause 17 or of any other Finance Document, the obligations of any Danish Guarantor under this Clause 17 and under any Finance Document shall be limited to an amount equal to the higher of:

(i) the Equity of such Danish Guarantor at the date of this Agreement;

(ii) the Equity of such Danish Guarantor at the time such Danish Guarantor is requested to make a payment under this guarantee; and

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(iii) the aggregate fair market value at any time of the limited partnership interests in the Owners and the shares in any such Subsidiary, in each case which are owned by such Danish Guarantor.

(c) For the avoidance of doubt, nothing in this Clause 17.10 shall be construed so as to prejudice or impair the enforceability of any Transaction Security granted by any Danish Guarantor or any Transaction Security over the limited partnership interests in any Owner.

17.11 Singapore Guarantee Limitations

Notwithstanding any provision of this Clause 17 or of any other Finance Document, the obligations of any Singaporean Guarantor under this Clause 17 and under any Finance Document, the obligations of any Singaporean Guarantor under this Guarantee shall be limited to an amount equivalent to the higher of:

(a) the Equity of the Singaporean Guarantor at the date of this Guarantee

(b) the Equity of the Singaporean Guarantor at the time the Guarantor is request to make a payment under this Guarantee; and

(c) with respect to each Singaporean Guarantor which is an Owner, the aggregate fair market value at any time of the Mortgaged Vessels owned by such Singaporean Guarantor.

For the purposes of this Clause 17.11, "Equity" shall mean the equity of the Singaporean Guarantor in question calculated in accordance with GAAP at the relevant time, however, adjusted if and to the extent any book value is not equal to the market value. The calculation of Equity shall not include the guarantee obligations pursuant to this guarantee.

17.12 Release

A Guarantor shall be released from its obligations under this Clause 17 (and, with effect from the date of such release, shall be deemed to have resigned as a Guarantor and Obligor under the Finance Documents and shall no longer be considered a Guarantor or Obligor under the Finance Documents) if and to the extent all Mortgaged Vessels which it owns are sold and/or become a Total Loss provided that, in respect of a sale or Total Loss of a Mortgaged Vessel:

(a) the provisions of Clause 7.4 (Mandatory Prepayment - Sale or Total Loss of a Mortgaged Vessel) have been complied with to the Agent's satisfaction; and

(b) no Event of Default has occurred.

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Section 8

Representations, Undertakings and Events of Default

18. Representations

Each of the Borrower and the Guarantors makes and repeats the representations and warranties set out in this Clause 18 in relation to itself and any Transaction Documents to which it is a party to each Finance Party at the times specified in Clause 18.32 (Times When Representations are Made).

18.1 Status

(a) Each Obligor is duly incorporated or formed and validly existing under the laws of the jurisdiction of its incorporation or formation as a limited liability company, partnership or corporation.

(b) Each Obligor has power and authority to carry on its business as it is now being conducted and to own its property and other assets.

18.2 Binding Obligations

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

18.3 Power and Authority

(a) Each Obligor has power to enter into, perform and deliver and comply with its obligations under, and has taken all necessary action to authorise its entry into, performance and delivery of each Transaction Document to which it is or is to be a party and the transactions contemplated by those Transaction Documents.

(b) No limitation on any Obligor's powers to borrow, create security or give guarantees will be exceeded as a result of any transaction under, or the entry into of, any Transaction Document to which such Obligor is, or is to be, a party.

18.4 Non-conflict

The entry into and performance by each Obligor of, and the transactions contemplated by, the Transaction Documents and the granting of the Security Interests purported to be created by the Security Documents do not and will not conflict with:

(a) any present law or regulation or judicial or official order applicable to any Obligor;

(b) the Constitutional Documents of any Obligor; or

(c) any document, agreement or other instrument binding upon any Obligor or any Obligor's assets, and do not or will not constitute a default or termination event (however described) under any such agreement or instrument or result in the creation of any Security Interest (save for a Permitted Security Interest) on any Obligor's assets, rights or revenues.

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18.5 Validity and Admissibility in Evidence

(a) All Authorisations required or desirable:

(i) to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations under each Transaction Document to which it is a party;

(ii) to make each Transaction Document to which it is a party valid and enforceable and admissible in evidence in its Relevant Jurisdiction; and

(iii) to ensure that each of the Security Interests created under the Security Documents has the priority and ranking contemplated by them,

have been obtained or effected and are in full force and effect except any Authorisation referred to in Clause 18.12 (No Filing or Stamp Taxes), which Authorisation will be promptly obtained or effected within any applicable period.

(b) All Authorisations necessary for the conduct of the business, trade and ordinary activities of each Obligor as presently conducted have been obtained or effected and are in full force and effect, if and to the extent that failure to obtain those Authorisations has or is reasonably likely to have a Material Adverse Effect.

18.6 Governing Law and Enforcement

(a) Subject to the Legal Reservations, the choice of English law or any other applicable law as the governing law of any Transaction Document will be recognised and enforced in each relevant Obligor's Relevant Jurisdiction.

(b) Subject to the Legal Reservations, any judgment obtained in relation to a Transaction Document in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in each Obligor's Relevant Jurisdictions.

18.7 Information

Save as disclosed in writing to the Agent at least five (5) Business Days prior to the date of this Agreement:

(a) any Information is true and accurate in all material respects at the time it was given or made;

(b) there are no facts or circumstances or any other information which could make the Information incomplete, untrue, inaccurate or misleading in any material respect;

(c) the Information does not omit anything (including any off-balance sheet liabilities or other information, documents or agreements) which could make the Information incomplete, untrue, inaccurate or misleading in any material respect;

(d) all opinions, projections, forecasts or expressions of intention contained in the Information and the assumptions on which they are based have been arrived at after due and careful enquiry and consideration and were believed to be reasonable by the person who provided that Information as at the date it was given or made.

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(e) For the purposes of this Clause 18.7, "Information" means any factual information, documents, exhibits or reports relating to the Obligors or any other Group Member (excluding the Original Financial Statements covered by Clause 18.8 (Original Financial Statements)) provided by any Obligor or any other Group Member to any of the Finance Parties in connection with the Transaction Documents or the transactions referred to in them.

18.8 Original Financial Statements

(a) The Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b) The audited Original Financial Statements give a true and fair view of the financial condition and results of operations the Borrower and its Subsidiaries on a consolidated basis during the relevant period to which they relate.

(c) There has been no change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Borrower) since the date of the Original Financial Statements which might reasonably be expected to have a Material Adverse Effect.

(d) The Borrower has not omitted to disclose to the Agent in the Original Financial Statements or otherwise any off-balance sheet liabilities or other information, documents or agreements which if disclosed, could reasonably be expected to affect the decisions of the Finance Parties to enter into this Agreement.

18.9 Pari Passu Ranking

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

18.10 Ranking and Effectiveness of Security

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

18.11 No Insolvency

No corporate action, legal proceeding or other procedure or step described in Clause 29.10 (Insolvency Proceedings) or creditors' process described in Clause 29.11 (Creditors' Process) has been taken or, to the knowledge of any Obligor, threatened in relation to a Group Member and none of the circumstances described in Clause 29.9 (Insolvency Proceedings) applies to any Group Member.

18.12 No Filing or Stamp Taxes

Under the laws of each Obligor's Relevant Jurisdictions or any other jurisdiction where each Obligor conducts its business it is not necessary that any Transaction Document to which it is, or is to be, party be filed, registered, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to any such Transaction Document or the transactions contemplated by the

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Transaction Documents except any filing, recording or enrolling or any tax or fee payable in relation to any Finance Document which is referred to in any legal opinion delivered to the Agent under Clause 4.1 (Initial Conditions Precedent) and which will be made or paid promptly after the date of the relevant Finance Document.

18.13 Tax

No Obligor is required to make any deduction for or on account of Tax from any payment it may make under any Finance Document to which it is, or is to be, a party to Lender who is a Qualifying Lender.

18.14 No Default

(a) No Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

(b) No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on any Obligor or any other Group Member or to which any Obligor's (or any other Group Member's) assets are subject which has or is reasonably likely to have a Material Adverse Effect.

18.15 No Proceedings Pending or Threatened

No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect are (to the best of any Obligor's knowledge and belief having made due and careful enquiry) pending or threatened against any Obligor or any other Group Member.

18.16 No Breach of Laws

(a) Except as disclosed by an Obligor in writing to, and acknowledged in writing by the Agent, no Obligor has breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

(b) No labour dispute is current or, to the best of any Obligor's knowledge and belief (having made due and careful enquiry), threatened against any Obligor or other Group Member which have or are reasonably likely to have a Material Adverse Effect.

18.17 Environmental and Other Matters

(a) Except as disclosed by an Obligor in writing to, and acknowledged in writing by, the Agent (acting on the instructions of the Majority Lenders) no Environmental Law applicable to any Mortgaged Vessel and/or any Obligor and no provision of any Applicable Code (to the extent applicable in the discretion of the Agent (acting on the instructions of the Majority Lenders)) relating to any Mortgaged Vessel and/or any Obligor has been violated where such violation has or is reasonably likely to have a Material Adverse Effect.

(b) All consents, licences and approvals required under any Environmental Laws or any Applicable Code applicable to such Obligor have been obtained and are currently in force, if and to the extent that failure to obtain such consents, licenses and approvals or keep them in force has or is reasonably likely to have a Material Adverse Effect.

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(c) No Environmental Claim has been made or, to the best of an Obligor's knowledge, threatened or is pending against any Obligor or any Mortgaged Vessel and there are no circumstances reasonably likely to form the basis of any Environmental Claim relating to any Mortgaged Vessel or against or affecting any Obligor or any other person in connection with any Mortgaged Vessel, where such Environmental Claim has or is reasonably likely to have a Material Adverse Effect.

18.18 Tax Compliance

(a) No Obligor is materially overdue in the filing of any Tax returns or overdue in the payment of any amount in respect of Tax (except for income and property taxes and assessments which are being contested in good faith and with due diligence and where the relevant Obligor or the Group as a whole has adequate cash reserves in excess of such contested sums).

(b) No claims or investigations are being, or are reasonably likely to be, made or conducted against any Obligor with respect to Taxes such that a liability of, or claim against, any Obligor is reasonably likely to arise for an amount for which adequate reserves have not been provided in the Original Financial Statements and which might have a Material Adverse Effect.

(c) The Borrower is resident for Tax purposes only in the jurisdiction notified to the Agent from time to time.

18.19 Security and Financial Indebtedness

(a) No Security Interest exists over all or any of the present or future assets of any Obligor in breach of this Agreement, other than those which have been disclosed in writing to the Agent before the date of this Agreement.

(b) No Obligor has any Financial Indebtedness outstanding in breach of this Agreement.

(c) All of the Charged Property is freely assignable and chargeable in the manner contemplated by the Security Documents.

18.20 Legal and Beneficial Ownership

(a) Each Obligor is the sole legal and beneficial owner of the respective assets over which it purports to grant a Security Interest under the Security Documents.

(b) Each Obligor has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted, in each case save to the extent that failure to have such title, leases, licences or Authorisations does not have and is not reasonably likely to have a Material Adverse Effect.

18.21 Shares

The shares of each of the Guarantors are fully paid, are not subject to any option to purchase or similar rights and are owned directly or indirectly by the Borrower. Except as contained in any legal opinions delivered to the Agent pursuant to Clause 4 (Conditions of Utilisation), the Constitutional Documents of each Owner do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Security Documents. There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or capital or, if appropriate, any loan capital of any Owner (including any option or right of pre-emption or conversion).

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18.22 Accounting Reference Date

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

18.23 No Adverse Consequences

It is not necessary under the laws of the Relevant Jurisdictions of any Obligor:

(a) in order to enable any Finance Party to enforce its rights under any Finance Document; or

(b) by reason of the execution of any Finance Document or the performance by any Obligor of its obligations under any Finance Document to which it is, or is to be, a party,

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

18.24 Copies of Documents

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

18.25 No Immunity

The execution and delivery by an Obligor of any Transaction Document to which such Obligor is a party constitutes, and the exercise of its respective rights and performance of its respective obligations under such Transaction Documents will constitute private and commercial acts performed for private and commercial purposes. No Obligor will (except for bankruptcy and similar proceedings) be entitled to claim for itself or any or all of its respective assets any immunity from suit, execution, attachment or other legal process in any proceedings taken in connection with such Transaction Documents.

18.26 Vessel Status

Each Mortgaged Vessel will, on the first day of the relevant Mortgage Period, be:

(a) owned and registered in the name of the relevant Owner through the relevant Registry as a ship under the laws and flag of the relevant Flag State;

(b) classed with the relevant Classification free of all overdue requirements and recommendations of the relevant Classification Society;

(c) insured in the manner required by the Finance Documents; and

(d) free of any Security Interests (other than Permitted Security Interests).

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18.27 Vessel's Employment

Each Mortgaged Vessel:

(a) has been delivered, and accepted for service, under the Bareboat Charter and the Existing Charter Agreement set forth in Schedule 2 (Vessel Information) opposite the name of such Mortgaged Vessel; and

(b) is free of any other charter commitment which, if entered into after that date, would require approval under the Finance Documents.

18.28 Address Commission

To the best knowledge of the Obligor (having made due inquiry), there are no rebates, commissions or other payments in connection with the Bareboat Charter or any Charter other than those referred to in it.

18.29 No Money Laundering

Each Obligor is acting for its own account in relation to the Facility and the performance and discharge of its respective obligations and liabilities under the Finance Documents and the transactions and other arrangements effected or contemplated by the Finance Documents. None of the Obligors is in contravention of any anti-money laundering law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article I of the Directive 2005/60/EF of the European Parliament and of the Council of 26 October 2005 amending Council Directive 91/308).

18.30 No Corrupt Practices

The Obligors have observed, and, to the best of their knowledge and belief, parties acting on their behalf have observed in the course of acting for any Obligor, all applicable laws and regulations relating to bribery and corrupt practices.

18.31 Sanctions

(a) Each Obligor and their respective directors, officers, joint ventures and employees and, to the best of each Obligor's knowledge, their respective agents and representatives (each acting in the capacity as agent or, as the case may be, representative for an Obligor) has been and is in compliance with Sanctions Laws.

(b) No Obligor nor any other Group Member or any Relevant Affiliate of any of them or their respective directors, officers, joint ventures or employees and, to the best of each Obligor's knowledge, their respective agents and representatives (each acting in the capacity as agent or, as the case may be, representative for an Obligor):

(i) is a Restricted Party, or is involved in any transaction through which it is likely to become a Restricted Party or acts directly or indirectly on behalf of a Restricted Party; or

(ii) is subject to or involved in any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws by any Sanctions Authority.

18.32 Times When Representations are Made

(a) All of the representations and warranties set out in this Clause 18 are made on the date of this Agreement and are deemed to be made on the dates of:

(i) the Utilisation Request for the initial Utilisation under this Agreement;

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(ii) the initial Utilisation under this Agreement; and

(iii) in respect of any Additional Guarantor, the delivery of an Accession Deed in respect of such Additional Guarantor.

(b) The Repeating Representations are deemed to be made on the date of each Utilisation Request, the date of Utilisation of each Loan and the first day of each Interest Period.

(c) The representations in Clause 18.26 (Vessel Status) relating to any Mortgaged Vessels which become Mortgaged Vessels after the date of this Agreement shall be made on the first day of the Mortgage Period for the relevant Mortgaged Vessel.

(d) The representation and warranty in Clause 18.7 (Information), when made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date at which the Information (as defined in Clause 18.7 (Information)) was provided. Each other representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances then existing at the date the representation or warranty is deemed to be made.

19. Information Undertakings

Each Obligor undertakes that this Clause 19 will be complied with from the date of this Agreement until the end of the Facility Period.

In this Clause 19:

"Annual Financial Statements" means the financial statements for a financial year of the Group delivered pursuant to Clause 19.1(a) (Financial Statements).

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

19.1 Financial Statements

(a) The Borrower shall supply to the Agent, as soon as reasonably practicable, but in any event within one hundred and twenty (120) days (or, if that day is not a Business Day, the next Business Day) after the end of each financial year, the consolidated audited annual financial statements of the Borrower for that financial year.

(b) The Borrower shall supply to the Agent, as soon as reasonably practicable, but in any event within forty-five (45) days (or if that day is not a Business Day, the next Business Day) after the end of each financial quarter of each of its financial years (being 31 March, 30 June, 30 September and 31 December of each calendar year) the consolidated unaudited financial statements of the Borrower for that financial quarter.

(c) The Borrower shall supply to the Agent, as soon as reasonably practicable but in any event, on or prior to 1 December of any financial year, an annual Forecast for the Borrower (on a consolidated basis) for the immediately succeeding financial year.

19.2 Provision and Contents of Compliance Certificate

(a) The Borrower shall supply a Compliance Certificate to the Agent, with each set of Annual Financial Statements and the set of Quarterly Financial Statements for the financial quarter of the Borrower ending 30 June in each calendar year for the Group.

(b) Each Compliance Certificate accompanying the Annual Financial Statements or accompanying the Quarterly Financial Statements for any financial quarter ending on

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30 June or 31 December in any calendar year shall, amongst other things, set out (in reasonable detail) computations as to compliance with Clause 20 (Financial Covenants) and confirmations of compliance with Clause 25 (Minimum Security Value).

(c) Each Compliance Certificate shall be signed on behalf of the Borrower by the chief executive officer and chief financial officer of the Borrower.

19.3 Requirements as to Financial Statements and Budget

(a) The Borrower shall procure that each set of Annual Financial Statements and Quarterly Financial Statements and each Forecast includes a profit and loss account, a balance sheet, a cashflow statement and written assumptions. In addition: (i) each set of Annual Financial Statements for the Borrower shall be audited by the Auditors, and (ii) each set of Quarterly Financial Statements for any financial quarter ending on 30 June or 31 December in any calendar year shall include a variance report for the previous financial quarter.

(b) Each set of financial statements delivered pursuant to Clause 19.1 (Financial Statements) shall give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group or (as the case may be) the relevant Obligor as at the date as at which those financial statements were drawn up.

(c) The Borrower shall procure that each set of financial statements and Forecast delivered pursuant to Clause 19.1 (Financial Statements) shall be prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements and Original Forecast as applicable, unless, in relation to any set of financial statements or Forecast, the Borrower notifies the Agent that there has been a change in GAAP or the accounting practices and the Borrower delivers to the Agent:

(i) a description of any change necessary for those financial statements or Forecast to reflect the GAAP or accounting practices and reference periods upon which corresponding Original Financial Statements or Original Forecast, as applicable, were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine (having regard to Clause 20.3 (Financial Testing)) whether Clause 20 (Financial Covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements or that Forecast and the Original Forecast, as applicable.

(d) If the Borrower updates or changes the Forecast in any material respect, it shall deliver to the Agent such updated or changed Forecast and a written explanation of the main changes in that Forecast, together with the next Compliance Certificate delivered pursuant to Clause 19.2 (Provision and Contents of Compliance Certificate).

19.4 Year-end

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

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19.5 Information: Miscellaneous

(a) The Borrower shall supply to the Agent:

(i) at the same time as they are dispatched, copies of all documents dispatched by the Borrower to its shareholders generally (or any class of them) or dispatched by the Borrower or any other Obligor to its creditors generally (or any class of them);

(ii) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, or, to its knowledge, threatened or pending against it or any other Obligor, and which might, if adversely determined, be reasonably expected to have a Material Adverse Effect;

(iii) promptly, such information as the Agent or the Security Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Security Documents;

(iv) promptly on request, such further information regarding the financial condition, business, vessels, properties, assets and operations of the Group and/or any Group Member (including, but not limited to, any amplification or explanation of any item in the financial statements, Forecast or other materials provided by any Obligor under this Agreement, changes to management of the group and (except for the Borrower) an up-to-date copy of its shareholders register (or equivalent in its jurisdiction of incorporation)) as any Finance Party through the Agent may from time to time reasonably request;

(v) promptly upon becoming aware of them, the details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanctions Laws by any Sanctions Authority against it, any Group Members, any of their joint ventures or any of their respective directors, officers, employees, or, in their capacity as agents or representatives of such Group Member, their agents or representatives, including information on what steps are being taken with regards to answer or oppose such; and

(vi) promptly upon becoming aware that it, any Obligor or any of their respective directors, officers, employees, agents or representatives is a Restricted Party.

(b) Each Obligor shall inform the Agent in writing as soon as reasonably practicable upon becoming aware of the same, but no later than ten (10) days thereafter: if any material Environmental Claim has been commenced or is threatened against any Obligor, or the Mortgaged Vessels, and of any facts or circumstances which will or are reasonably likely to result in any material Environmental Claim being commenced or threatened against any Obligor or the Mortgaged Vessels.

19.6 Notification of Default

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

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19.7 Sufficient Copies

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

19.8 "Know Your Customer" Checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of an Obligor or the composition of the shareholders or the partners of an Obligor after the date of this Agreement; or

(iii) a proposed assignment or transfer by a Lender or any Hedging Provider of any of its rights and/or obligations under this Agreement or any Hedging Contract to a party that is not a Lender or a Hedging Provider prior to such assignment or transfer,

obliges the Agent, the relevant Hedging Provider or any Lender (or, in the case of Clause 19.8(a)(iii) above, any prospective new Lender or new Hedging Provider) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender or any Hedging Provider supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender or any Hedging Provider) or any Lender or Hedging Provider (for itself or, in the case of the event described in Clause 19.8(a)(iii) above, on behalf of any prospective new Lender or Hedging Provider) in order for the Agent, such Lender or the relevant Hedging Provider, in the case of the event described in Clause 19.8(a)(iii) above, any prospective new Lender or new Hedging Provider to carry out and be satisfied with the results of all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b) Each Finance Party shall promptly upon the request of the Agent or the Security Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent or the Security Agent (in each case for itself) in order for it to carry out and be satisfied with the results of all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(c) The Borrower shall, by not less than 10 Business Days' prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Guarantor pursuant to Clause 32 (Changes to the Obligors).

(d) Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Guarantor obliges the Agent or any Lender to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective

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new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Guarantor.

20. Financial Covenants

Each Obligor undertakes that this Clause 20 will be complied with from the date of this Agreement until the end of the Facility Period and tested on a semi-annual basis.

20.1 Financial Definitions

In this Clause 20:

"Borrowings" means, at any time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) of any indebtedness of the Group for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of Finance Leases;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non recourse basis);

(f) any counter indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not a Group Member, which liability would fall within one of the other paragraphs of this definition;

(g) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services (other than legal or accounting services) and payment is due more than ninety (90) days after the date of supply;

(h) any amounts raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Final Repayment Date or which would under relevant applicable accounting principles be classified as borrowings under GAAP;

(i) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under GAAP; and

(j) (without double counting) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (i) above.

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"Cash" means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of any Group Member and to which such Group Member is alone beneficially entitled for so long as:

(a) that cash is repayable on demand;

(b) repayment of that cash is not contingent on the prior discharge of any other indebtedness of any Group Member or of any other person whatsoever or on the satisfaction of any other condition;

(c) there is no Security Interest over that cash except for (i) Permitted Security Interests granted pursuant to the Finance Documents, (ii) Security Interests which have not yet become enforceable in accordance with their terms or (iii) Security Interests constituted by a netting or set-off arrangement entered into by Group Members in the ordinary course of their banking arrangements; and

(d) subject to paragraph (c), the cash is freely and immediately available to be applied in repayment or prepayment of the Facility or any other amounts and has not been specifically pledged and blocked including for example as cash collateral to cure a collateral maintenance test or support a derivate transaction,

and, for the avoidance of doubt, any cash at bank which does not fall within the above definition shall not represent "Cash" for the purposes of this Agreement except with the approval of the Agent.

"Cash Equivalents" means at any time:

(a) certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

(b) any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or any other country having a credit rating of Baa2 or higher by Standard & Poor's Rating Services or BBB or higher by Moody's Investors Service Limited or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(c) commercial paper not convertible or exchangeable to any other security:

(i) for which a recognised trading market exists;

(ii) issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or any other country having a credit rating of Baa2 or higher by Standard & Poor's Rating Services or BBB or higher by Moody's Investors Service Limited;

(iii) which matures within one year after the relevant date of calculation; and

(iv) which has a credit rating of either Baa2 or higher by S&P or BBB or higher by Moody's, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d) any investment in money market funds which (i) has a credit rating of either Baa2 or higher by S&P or BBB or higher by Moody's, (ii) which invest substantially all their

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assets in securities of the types described in paragraphs (a) to (c) above and (iii) can be turned into cash on not more than five (5) days' notice; or

(e) any other debt security approved by the Agent (on behalf of the Majority Lenders),

in each case, to which any Group Member is alone (or together with other Group Members) beneficially entitled at that time and which is not issued or guaranteed by any Group Member or subject to any Security Interest (other than Permitted Security Interests arising under the Finance Documents).

"Equity" means, on any date, the value of the aggregate capital and reserves of the Group (on a consolidated basis) determined in accordance with GAAP and adjusted to reflect the fair market value of the Fleet Vessels (including the fair market value of each Mortgaged Vessel as determined in accordance with Clause 25 (Minimum Security Value)).

"Equity Ratio" means the ratio of the Group's Equity to Total Assets.

"Minimum Liquidity" means, as at any date, the sum of:

(a) the Group's Cash and Cash Equivalents; and

(b) for so long as the Availability Period ends at least six months after that date, the aggregate amount of undrawn commitments under the Facility which are available for utilisation pursuant to this Agreement at that date,

as certified to the Agent by the chief financial officer of the Borrower signing on behalf of the Borrower.

"Total Assets" means, on any date, the value of the total assets of the Group (on a consolidated basis) determined in accordance with GAAP and adjusted to reflect the fair market value of the Fleet Vessels (including the fair market value of each Mortgaged Vessel as determined in accordance with Clause 25 (Minimum Security Value)).

"Total Debt" means on any date, the aggregate amount of all obligations of all Group Members for or in respect of Borrowings at that time but excluding any such obligations to any other Group Member.

20.2 Financial Condition

The Borrower shall ensure that at all times following the date of this Agreement:

(a) Minimum Liquidity

Minimum Liquidity shall be equal to or greater than:

(i) for the period from the date of this Agreement to and including the date falling six months after the Initial Borrowing Date, fifty million Dollars (US$50,000,000); and

(ii) thereafter, the greater of (x) fifty million Dollars (US$50,000,000) and (y) five per cent. (5%) of the Group's Total Debt,

provided that at all times, at least twenty million Dollars (US$20,000,000) of Minimum Liquidity shall consist of the Group's Cash and Cash Equivalents.

(b) Equity Ratio

The Equity Ratio shall not be less than twenty-five per cent. (25%).

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20.3 Financial Testing

The financial covenants set out in Clause 20.2 (Financial Condition) shall be calculated in accordance with GAAP (save for terms which are specifically defined within this Clause 20) (Financial Covenants) and tested by reference to each of the Borrower's financial statements for each financial quarter ending 30 June and each financial year ending 31 December, in each case, delivered pursuant to Clause 19.1 (Financial Statements) and/or each Compliance Certificate delivered in connection therewith pursuant to Clause 19.2 (Provision and Contents of Compliance Certificate).

21. General Undertakings

Each Obligor undertakes that this Clause 21 will be complied with from the date of this Agreement until the end of the Facility Period.

21.1 Use of Proceeds

The proceeds of the Loans will be used exclusively for the purposes specified in Clause 3 (Purpose). No proceeds of any Loan shall be (a) made available, directly or indirectly, to or for the benefit of a Restricted Party, (b) applied in a manner or for a purpose prohibited by Sanctions Laws or (c) applied in any other manner that could result in any Obligor or a Finance Party being in breach of any Sanctions Laws or becoming a Restricted Party.

21.2 Authorisations

Each Obligor will promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction or (in the case of any material Authorisation) any other jurisdiction where each Obligor conducts substantive business to:

(i) enable it to perform its obligations under the Transaction Documents;

(ii) ensure the legality, validity, enforceability or admissibility in evidence of any Transaction Document; and

(iii) carry on its business where failure to do so has, or is reasonably likely to have, a Material Adverse Effect.

21.3 Compliance with Laws Each Obligor shall:

(a) comply in all material respects with all laws or regulations:

(i) applicable to its business; and

(ii) applicable to the Mortgaged Vessel(s) owned by such Obligor its ownership, employment, operation, management and registration,

including Applicable Codes, Environmental Laws, the laws of each relevant Flag State and Sanctions Laws;

(b) obtain, comply with and do all that is necessary to maintain in full force and effect any material Environmental Approvals for a Mortgaged Vessel; and

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(c) without limiting Clause 21.3(a) above, not employ the Mortgaged Vessel(s) owned by such Obligor, nor allow its employment, operation or management in any manner contrary in any material respect to any law or regulation including but not limited to Applicable Codes and Environmental Laws, in each case, applicable to such Obligor, and Sanctions Laws.

21.4 Pari Passu Ranking

Each of the Obligors shall ensure that its obligations under the Finance Documents do and will rank at least pari passu with all its other present and future unsecured and unsubordinated obligations, except for those obligations which are preferred by mandatory law applying to companies generally.

21.5 Tax Compliance

(a) Each Obligor shall (and the Borrower shall ensure that each Group Member will) duly pay and discharge in all material respects all Taxes imposed upon it or its assets within such time period as may be allowed by law without incurring penalties unless and only to the extent that:

(i) such payment is being contested in good faith;

(ii) adequate reserves are being maintained for those Taxes and the costs required to contest them which have been or will be disclosed in its latest financial statements delivered or which are next to be delivered to the Agent under Clause 19.1 (Financial Statements); and

(iii) such payment can be lawfully withheld.

(b) Except as approved by the Majority Lenders, each Obligor shall maintain its residence for Tax purposes in the jurisdiction notified to the Agent on or prior to the date of this Agreement and ensure that it is not resident for Tax purposes in any other jurisdiction.

21.6 Change of Business

Except as approved by the Majority Lenders, no Group Member shall engage in any business other than the businesses in which such entity is engaged as at the date of this Agreement and activities related directly thereto and similar or related business. The Borrower shall not, and shall procure that no other Group Member will, make any material change to its business from that as at the date of this Agreement except:

(a) the disposal or discontinuation of its business within bulk;

(b) the disposal of any Fleet Vessels, subject to compliance with Clause 7.4 (Mandatory Prepayment – Sale or Total Loss); or

(c) as approved by the Majority Lenders.

21.7 Merger

No Group Member will enter into any amalgamation, demerger, merger, consolidation, divestment or corporate reconstruction or restructuring, except:

(a) the incorporation by OCM (Gibraltar) Njord Midco Limited in any Approved Jurisdiction (or any other jurisdiction approved in advance by the Majority Lenders (such approval not to be unreasonably withheld or delayed)) of limited liability companies each of which on incorporation becomes a Group Member and the transfer by OCM (Gibraltar) Njord Midco Limited to any such new Group Member of its

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shares in any other Group Member which does not (either directly or indirectly through any Subsidiary) own a Mortgaged Vessel;

(b) a solvent liquidation of a Group Member which is not an Obligor; or

(c) as approved by the Majority Lenders.

21.8 Further Assurance

(a) Each Obligor shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Agent or Security Agent may reasonably specify (and in such form as the Agent or Security Agent may reasonably require):

(i) to perfect the Security Interests created or intended to be created by that Obligor under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or for the exercise of any rights, powers and remedies of the Security Agent provided by or pursuant to the Finance Documents or by law;

(ii) to confer on the Security Agent Security Interests over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security Interest intended to be conferred by or pursuant to the Security Documents over those assets;

(iii) to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security Documents; and/or

(iv) to facilitate the accession by a New Lender to any Security Document following an assignment in accordance with Clause 31.1 (Assignments and Transfers by the Lenders).

(b) Each Obligor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security Interest conferred or intended to be conferred on the Security Agent by or pursuant to the Finance Documents.

21.9 Negative Pledge in Respect of Charged Property

Except as approved by the Majority Lenders and save for Permitted Security Interests, no Obligor will grant, assume or permit to exist any Security Interest over any Charged Property to the extent prohibited by Clause 27.1 (General Negative Pledge – Obligors other than the Borrower).

21.10 Environmental Matters

(a) Each Obligor shall, as soon as reasonably practicable but no later than five (5) Business Days after the date that the relevant Obligor obtains knowledge thereof, notify the Agent of any Environmental Claim being made against any Group Member or any Fleet Vessel which, if successful to any extent, might have a Material Adverse Effect and of any Environmental Incident which may give rise to such a claim and will keep the Agent regularly and promptly informed in reasonable detail of the nature of, and response to, any such Environmental Incident and the defence to any such claim.

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(b) Environmental Laws (and any consents, licences or approvals obtained under them) applicable to Fleet Vessels will not be violated in a way which might have a Material Adverse Effect.

21.11 Maintenance of Listing

The Borrower shall maintain its listing on the Copenhagen Stock Exchange.

21.12 No Change of Name Etc.

During the Facility Period, no Obligor will, without prior written approval of the Majority Lenders (such approval not to be unreasonably withheld or delayed) change:

(a) the type of legal entity which it exists as;

(b) in the case of the Borrower only, its jurisdiction or country of domicile or centre of establishment or tax residency unless it is to an Approved Jurisdiction in which case prior notice to the Agent will be required; or

(c) its Accounting Reference Date.

21.13 Money Laundering and Bribery

Each Obligor shall, and each Obligor shall use all reasonable endeavours to procure that any parties acting on their behalf shall, observe and abide with any measure (including but not limited to) any law, official requirement or other regulatory measure or procedure implemented to combat:

(a) money laundering (as defined in article I of the Directive 2005/60/EF (Directive 2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) amending Council Directive 91/308 as amended from time to time); and

(b) bribery and corrupt practices in compliance with the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

21.14 Notification of Changes to the Group

The Obligors shall promptly notify the Agent of the existence and identity of new Group Members.

21.15 Certificate of Financial Responsibility

If required at any time by the government of the United States of America, the relevant Owner shall obtain and provide to the Agent a copy of the certificate of financial responsibility and the vessel response plan as required under the laws of the United States of America. If requested by the Agent (acting reasonably), the relevant Owner shall also provide evidence of the approval of such documents by the appropriate United States of America government entity.

21.16 Sanctions

(a) Each Obligor shall ensure that none of them, nor any of their respective directors, officers or employees is or will become a Restricted Party.

(b) Each Obligor shall, and shall procure that each other Group Member and each Relevant Affiliate of any of them shall, not use any revenue or benefit derived from any activity or dealing with a Restricted Party in discharging any obligation due or

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owing to the Finance Parties, to the extent such discharge with such revenue or benefit would be prohibited by Sanctions Laws or would otherwise cause any Finance Party to be in breach of Sanctions Laws.

(c) Each Obligor shall procure that no proceeds from any activity or dealing with a Restricted Party are credited to any bank account held with any Finance Party in its name or in the name of any other Group Member or any Relevant Affiliate of any of them, to the extent such provision of proceeds would be prohibited by Sanctions Laws or would otherwise cause any Finance Party to be in breach of Sanctions Laws.

(d) Each Obligor shall, and shall procure that each other Group Member shall, to the extent permitted by law promptly upon becoming aware of them supply to the Agent details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions Laws by any Sanctions Authority.

(e) No Obligor shall permit or authorise and each Obligor shall prevent any Mortgaged Vessel being used directly or indirectly:

(i) by or for the benefit of any Restricted Party in violation of Sanctions Laws or in any manner which would otherwise cause any Finance Party to be in breach of Sanctions Laws; and/or

(ii) in any trade which is reasonably likely to expose the Mortgaged Vessel, any Finance Party, any manager, crew or insurers to enforcement proceedings or any other consequences whatsoever arising from Sanctions Laws.

21.17 Ownership of Assets

Each Owner shall hold full legal title to, and own the entire beneficial interest in, the applicable Mortgaged Vessel, Insurances and Earnings, free of any Security Interest and other interests and rights of every kind, save for Permitted Security Interests.

21.18 Amendment

No Obligor shall (and the Borrower shall ensure that no Group Member will) amend, vary, novate, supplement, supersede, waive or terminate any term of any Term Facility Finance Document which

(a) changes the borrower or the guarantors under the Term Facility Agreement as at the Initial Borrowing Date (in the case of a change to the guarantors, save to the extent that a corresponding change is also made in respect of this Agreement);

(b) brings forward the maturity or any repayment under the Term Facility Agreement; or

(c) increases the interest payable in connection with the Term Facility then outstanding;

except in writing:

(i) in accordance with the provisions of Clause 42 (Amendments and Grant of Waivers);

(ii) to the extent that that amendment, variation, novation, supplement, superseding, waiver or termination is permitted by the Intercreditor Agreement;

(iii) prior to or on the Initial Borrowing Date, with the prior written consent of the Original Lenders; or

(iv) after the Initial Borrowing Date, in a way which could not be reasonably expected materially and adversely to affect the interests of the Lenders.

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21.19 Guarantors

The Borrower shall ensure that at all times any Group Member that is or becomes a guarantor in respect of the Term Facility, is also a Guarantor in respect of the Facility.

21.20 Permitted Reorganisation

The Parties will, upon request by the Borrower discuss a proposed reorganisation plan prepared by the Borrower outlining a reorganisation of the Group for the purposes of optimising the Group structure to avoid unnecessary administrative burdens, including such waivers, amendments and releases which are required to implement such reorganisation plan.

22.          Dealings with Mortgaged Vessels

Each Obligor undertakes that this Clause 22 will be complied with in relation to each Mortgaged Vessel throughout the relevant Mortgaged Vessel's Mortgage Period.

22.1 Vessel's Name and Registration

(a) The Mortgaged Vessel's name shall only be changed after prior notice to the Agent.

(b) The Mortgaged Vessel shall be registered with the relevant Registry under the laws of its Flag State in the name of the relevant Owner. Subject to Clause 22.1(d) below, the Mortgaged Vessel shall not be registered under any other flag or at any other port or fly any other flag (other than that of its Flag State), except with approval. If that registration is for a limited period, it shall be renewed at least forty five (45) days before the date it is due to expire and the Agent shall be notified of that renewal at least thirty (30) days before that date.

(c) Nothing will be done and no action will be omitted if that might result in such registration being forfeited or imperilled or the Mortgaged Vessel being required to be registered under the laws of another state of registry.

(d) An Owner may change the Flag State of any Mortgaged Vessel owned by it to any other Flag State without the consent of the Lenders subject to:

(i) the relevant Owner providing the Finance Parties with a replacement Mortgage at the time of such transfer and any other replacement Security Documents and other documentation as the Agent or the Security Agent may reasonably request (including, without limitation, legal opinions, certificates of ownership and encumbrance (or the equivalent evidence of registration in the name of the Owner), in each case in form and substance satisfactory to the Agent), so that the Finance Parties have the equivalent Security Interest over such Mortgaged Vessel as they had prior to such change of Flag State; and

(ii) any amendments to the Finance Documents which may be required in the reasonable opinion of the Agent as a result of such change of Flag State.

22.2 Sale or Other Disposal of Mortgaged Vessel

The relevant Owner will not sell, or agree to transfer, abandon or otherwise dispose of any Mortgaged Vessel or any share or interest in it to any other person, unless:

(a) the Borrower has made or will make no later than at the Disposal Repayment Date, a prepayment in accordance with Clause 7.4 (Mandatory prepayment – Sale or Total Loss of a Mortgaged Vessel); or

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(b) the prior written approval of the Majority Lenders has been obtained.

22.3 Manager

(a) Subject to paragraph (b) below, each Mortgaged Vessel shall be managed by the Borrower.

(b) Any Mortgaged Vessel may be managed by another reputable company experienced in technical and commercial ship management subject to such manager having delivered a duly executed manager's undertaking in a form consistent with market practice in ship finance transactions in favour of the Security Agent in a form and substance acceptable to the Security Agent.

22.4 Copy of Mortgage on Board; Notice of Mortgage

To the extent required by the applicable law of the Flag State, the Owner agrees to:

(a) keep on board the relevant Mortgaged Vessel with its papers a properly certified copy of the relevant Mortgage shown to anyone having business with the Mortgaged Vessel which business might create or imply any commitment or Security Interest over or in respect of the Mortgaged Vessel (other than a lien for crew's wages and salvage) and to any representative of the Agent or the Security Agent; and

(b) prominently display a framed printed notice of the Mortgaged Vessel's Mortgage in the navigation room and in the master's cabin of the Mortgaged Vessel. The notice must be satisfactory to the Security Agent.

22.5 Chartering

(a) Neither the Borrower nor any Owner shall enter into any Charter for a Mortgaged Vessel (except for the Bareboat Charter) which is a bareboat or demise charter or passes possession and operational control of such Mortgaged Vessel to another person.

(b) All Charters of the Mortgaged Vessels shall be on terms as to payment or amount of hire which are not materially less beneficial to the Borrower or any Owner than the terms which at that time could reasonably be expected to be obtained on the open market for vessels of the same age and type as such Mortgaged Vessel under charter commitments of a similar type and period.

(c) The Borrower shall promptly notify the Agent of any Charter made for a period which is longer than twelve (12) months (including any optional or automatic extension periods) and shall deliver to the Agent, upon the Agent's reasonable request, a summary of all Charters to which the Mortgaged Vessels are subject, including the identity of the charterers.

(d) The Borrower and/or the relevant Owner shall give notice of the assignments contained in the General Assignment for each Mortgaged Vessel to the charterer under any Charter for such Mortgaged Vessel longer than twelve (12) months (including any optional or automatic extension periods) immediately upon entry into the General Assignment (or, if later, the date of entry into such Charter) and shall ensure that the Agent receives a copy of that notice, provided that, prior to the occurrence and continuance of an Event of Default, no notice shall be required to be given if the Borrower demonstrates sound commercial reasons to refrain from giving such notice.

(e) Except with approval or as provided at paragraph (f) below, the relevant Owner shall not terminate or rescind the Bareboat Charter or withdraw the Mortgaged Vessel from

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service under the Bareboat Charter or take any similar action. Except with approval or as provided at paragraph (f) below, the Bareboat Charterer shall not terminate or rescind the Bareboat Charter for any reason whatsoever.

(f) The Owner and/or the Bareboat Charterer may terminate the Bareboat Charter and related Bareboat Charterparty Hire and Management Fee Agreement (as defined in the relevant General Assignment) and withdraw the relevant Mortgaged Vessel from service under the Bareboat Charter and the Security Agent shall, at the request and the cost of the Borrower, as soon as reasonably practicable release all Transaction Security granted to it by the Owner and/or the Bareboat Charterer in respect of the Bareboat Charter and related Bareboat Charterparty Hire and Management Fee Agreement in each case provided that:

(i) the Owner or the Bareboat Charterer has given the Agent and the Security Agent not less than 5 (five) Business Days' (or such shorter period as the Lenders may agree) prior written notice of the proposed termination;

(ii) the relevant Owner grants such Transaction Security as the Security Agent, in its reasonable opinion, requires and the Owner carries out any action to protect, perfect or give priority to the Transaction Security in each case as the Security Agent, in its reasonable opinion, requires;

(iii) this Agreement and any other relevant Finance Documents has been unconditionally amended in such manner as the Agent, in its reasonable opinion, requires in consequence of that additional security being provided; and

(iv) the Agent, or its duly authorised representative, has received such documents and evidence it may, in its reasonable opinion, require in relation to that amendment and additional security including documents and evidence of the type referred to in Schedule 3 (Conditions Precedent) in relation to that amendment and additional security and its execution and (if applicable) registration.

(g) The Bareboat Charterer shall not do anything which would or might prevent the Borrower complying with this Clause 22 (Dealings with Mortgaged Vessels) or Clauses 23 (Condition and Operation of Mortgaged Vessels) or 24 (Insurance), or fail to do anything required by the Bareboat Charter where failure to do so would or might have such an effect.

(h) Except as approved by the Majority Lenders, the Bareboat Charterer shall not grant or allow to exist any Security Interest over any asset of the Bareboat Charterer over which a Security Interest is granted or expressed to be granted by its General Assignment.

22.6 Payment of Earnings

The relevant Earnings from the Mortgaged Vessel shall be paid in accordance with the provisions of the relevant Mortgaged Vessel's General Assignment. If any Earnings are held by brokers or other agents, they shall be paid to the Security Agent, if so required by the Security Agent following any date on which the Earnings have become payable to the Security Agent under the Mortgaged Vessel's General Assignment.

22.7 Class Records

Upon written request by the Agent following the occurrence and continuance of an Event of Default, each Owner shall instruct the relevant Classification Society to send to the Agent

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copies of all class records held by that Classification Society in relation to the relevant Mortgaged Vessel.

23. Condition and Operation of Mortgaged Vessels

Each Obligor undertakes that this Clause 23 will be complied with in relation to each Mortgaged Vessel throughout the relevant Mortgaged Vessel's Mortgage Period.

23.1 Defined Terms

In this Clause 23 and in Schedule 3 (Conditions Precedent):

"applicable law" means all laws and regulations applicable to vessels registered in the Mortgaged Vessel's Flag State or which for any other reason apply to the Mortgaged Vessel or to its condition or operation at any relevant time.

"applicable operating certificate" means any certificates or other document relating to the Mortgaged Vessel or its condition or operation required to be in force under any applicable law or any applicable code.

23.2 Repair

Each Owner shall keep each Mortgaged Vessel owned by it in a good safe condition and state of repair:

(a) consistent with prudent ownership and sound ship management practice; and

(b) so as to maintain that Mortgaged Vessel's class as at the date of this Agreement (or, in the case of any vessel mortgaged as additional security pursuant to Clause 25.13 (Creation of Additional Security), as at the date of creation of such mortgage) free of overdue recommendations and conditions affecting that Mortgaged Vessel's class with a Classification Society.

23.3 Modification

Except with approval, the structure, type or performance characteristics of the Mortgaged Vessel shall not be modified in a way which could or might materially alter the Mortgaged Vessel or materially reduce its value.

23.4 Removal of Parts

Except with approval, no material part of the Mortgaged Vessel or any equipment shall be removed from the Mortgaged Vessel if to do so would materially reduce its value (unless at the same time it is replaced with equivalent parts or equipment owned by the relevant Owner free of any Security Interest except Security Interests created pursuant to the Security Documents).

23.5 Third Party Owned Equipment

Except with approval, equipment owned by a third party shall not be installed on the Mortgaged Vessel if it cannot be removed without risk of causing damage to the structure or fabric of the Mortgaged Vessel or incurring significant expense.

23.6 Maintenance of Class; Compliance with Laws and Codes

The Mortgaged Vessel's class shall be the relevant Classification. The Mortgaged Vessel and every person who owns, operates or manages the Mortgaged Vessel shall comply in all material respects with all applicable laws and the requirements of all Applicable Codes. There shall be kept in force and on board the Mortgaged Vessel or in such person's custody

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any applicable operating certificates which are required by applicable laws or Applicable Codes to be carried on board the Mortgaged Vessel or to be in such person's custody.

23.7 Surveys

The Mortgaged Vessel shall be submitted to continuous surveys and any other surveys which are required for it to maintain the Classification as its class. Copies of reports of those surveys shall be provided promptly to the Agent if it so requests. If any recommendations are made in such a report, they shall be complied with in the way and by the time required in the report.

23.8 Inspection and Notice of Drydockings

The Agent and/or Security Agent, through a qualified surveyor appointed by the Agent and/or Security Agent for such purpose, shall be allowed once a year to board the Mortgaged Vessel at all reasonable times (without materially interfering with that Mortgaged Vessel's trading or operations) to inspect it and given all proper facilities needed for that purpose, subject to customary indemnity undertakings.

23.9 Information about Mortgaged Vessel

The Agent shall promptly be given any information which it may reasonably require about the Mortgaged Vessel or its employment, position, use or operation, including details of towages and salvages, copies of all Charters subject to the General Assignment and copies of any applicable operating certificates.

23.10 Notification of Certain Events

The Borrower shall immediately notify the Agent of:

(a) any Major Casualty or any damage to the Mortgaged Vessel where the cost of the resulting repairs is likely to exceed the Majority Casualty Amount;

(b) any occurrence which may result in the Mortgaged Vessel becoming a Total Loss;

(c) any requisition of the Mortgaged Vessel for hire;

(d) any Environmental Incident, or any Release which in either case may reasonably result in a liability in excess of two million Dollars (US$2,000,000) (or the equivalent in any other currency) involving the Mortgaged Vessel in accordance with the provisions of Clause 21.10(a) (Environmental Matters);

(e) any capture, seizure, arrest, confiscation or detention of the Mortgaged Vessel or any exercise or purported exercise of a lien, Security Interest or other claim on the Mortgaged Vessel or its Earnings or Insurances.

23.11 Repairers' Liens

Except with approval, the Mortgaged Vessel shall not be put into any other person's possession for work to be done on the Mortgaged Vessel if the cost of that work will exceed or is likely to exceed an amount equal to $6,000,000 for such Mortgaged Vessel (or $30,000,000 in the aggregate for all Mortgaged Vessels at any given time) put into any other person's possession for work, unless any amount above such threshold is either covered by (i) a written undertaking not to exercise any lien on the Mortgaged Vessel or its Earnings for the cost of such work exceeding such threshold, delivered by such person to the Security Agent on approved terms or (ii) the Insurances or (iii) adequate reserves which have been made available (as evidenced in a form and substance reasonably acceptable to the Agent).

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23.12 Lawful Use

The Mortgaged Vessel shall not be employed:

(a) in any way or in any activity which is unlawful under international law or the domestic laws of any relevant country;

(b) in carrying illicit or prohibited goods;

(c) in a way which may make it liable to be condemned by a prize court or destroyed, seized or confiscated; or

(d) if there are hostilities in any part of the world (whether war has been declared or not), in carrying contraband goods

and the persons responsible for the operation of the Mortgaged Vessel shall take all necessary and proper precautions to ensure that this does not happen, including participation in industry or other voluntary schemes available to the Mortgaged Vessel and in which leading operators of ships operating under the same flag or engaged in similar trades generally participate at the relevant time.

23.13 War Zones

The Mortgaged Vessel shall not enter or remain in any zone which has been declared a war zone by any government entity or the Mortgaged Vessel's war risk insurers unless the Insurances permit the Mortgaged Vessel to enter into or remain in such zone. If the Owner has to take out additional insurances in order to comply with the Mortgaged Vessel's insurer's requirements to ensure that the Mortgaged Vessel remains properly insured in accordance with the Finance Documents in order to enter such war zone, the Owner shall: ensure that such additional insurances are obtained and copies of such documents are provided to the Agent.

24.          Insurance

Each Obligor undertakes that this Clause 24 shall be complied with in relation to each Mortgaged Vessel and its Insurances throughout the relevant Mortgaged Vessel's Mortgage Period.

24.1 Insurance Terms

In this Clause 24:

"Approved Insurers" means any first class insurer for prudent ship operations with a minimum rating of A- with AM Best and/or BBB with Standard & Poor's, or any other international, reputable maritime insurance company, underwriter approved in writing by the Agent (acting reasonably) and, in respect of any P&I risk, any club that is a member of the International Group of P&I Clubs or any other P&I Club or association approved in writing by the Agent (acting reasonably).

"Approved Insurance Brokers" means each of Arthur Gallagher, Henschien, Bergvall, BMS, George Duncker, Marsh or such other reputable international insurance broker approved in writing by the Agent (acting reasonably).

"excess risks" means the proportion (if any) of claims for general average, salvage and salvage charges not recoverable under the hull and machinery insurances of a vessel in consequence of the value at which the vessel is assessed for the purpose of such claims exceeding its insured value.

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"excess war risk P&I cover" means cover for claims only in excess of amounts recoverable under the usual war risk cover including (but not limited to) hull and machinery, crew and protection and indemnity risks.

"hull cover" means insurance cover against the risks identified in paragraphs (a) and (b) of Clause 24.3 (Coverage Required).

"P&I risks" means the usual risks (including liability for oil pollution, excess war risk P&I cover) covered by a protection and indemnity association which is a member of the International Group of protection and indemnity associations (or, if the International Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the hull cover).

24.2 Required Insurance

The Borrower shall, at its own cost, obtain and maintain at all times insurances in respect of each Mortgaged Vessel against:

(a) fire and usual marine risks (including hull and machinery, excess risks, hull interest and freight interest);

(b) war and usual dispossession risks (including war protection and indemnity risks and terrorism risks);

(c) protection and indemnity risks (including pollution liability risks) on usual entry terms for the full tonnage of each Mortgaged Vessel; and

(d) at the request of the Agent, such other risks and matters which the Agent reasonably considers necessary or advisable for a prudent shipowner or operator of a vessel similar to the relevant Mortgaged Vessel to insure against at the time of that notice,

in each case, on terms which comply with the other provisions of this Clause 24.

24.3 Coverage Required

(a) The insured value of each Mortgaged Vessel shall at all times during the Facility Period represent at least such Mortgaged Vessel's Market Value and the aggregate insured value of all the Mortgaged Vessels in respect of such Insurances shall at all times during the Facility Period be no less than one hundred and ten per cent. (110%) of the aggregate amount of the Term Loan and the aggregate Commitments then outstanding.

(b) The amount of the hull and machinery marine risks coverage for each Mortgaged Vessel shall at all times during the Facility Period represent at least eighty per cent. (80%) of the Mortgaged Vessel's Market Value.

(c) The amount insured in respect of P&I risks shall be in the amount equal to the maximum limit of cover generally available and taken out by first-class vessel owners for similar assets in similar operations.

24.4 Placing of Cover

The insurance coverage required by Clause 24.2 (Required Insurances) shall be:

(a) in the name of the Mortgaged Vessel's Owner and (in the case of the Mortgaged Vessel's hull cover for claims in respect of physical loss or damage to a Mortgaged Vessel) no other person, other than:

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(i) the Security Agent to the extent required by the Security Agent under Clause 24.4(b) below; and

(ii) any manager or other third party subject to such person, upon request from the Security Agent, assigning all rights to the Security Agent in a manner acceptable to the Security Agent,

and, if so required by the Agent from time to time, has duly executed and delivered a first priority assignment of its interest in the Mortgaged Vessel's Insurances to the Security Agent in an approved form and provided such supporting documents and opinions in relation to that assignment as the Agent requires);

(b) if the Agent so requests (acting on instructions of the Majority Lenders), in the joint names of the Mortgaged Vessel's Owner and the Security Agent (and, to the extent reasonably practicable in the insurance market, without liability on the part of the Security Agent for premiums or calls);

(c) in Dollars or another approved currency;

(d) arranged through Approved Insurance Brokers or direct with Approved Insurers or protection and indemnity or war risks associations and/or clubs that are members of the "International Group of P&I Clubs"; and

(e) on terms and conditions satisfactory to the Security Agent.

24.5 Deductibles

The aggregate amount of any excess or deductible under the Mortgaged Vessel's hull cover shall not exceed US$300,000, unless approved in writing by the Agent (acting reasonably).

24.6 Mortgagee's Insurance

The Borrower shall promptly reimburse to the Agent the cost (as conclusively certified by the Agent) of taking out and keeping in force in respect of the Mortgaged Vessels on approved terms, or in considering or making claims under a mortgagee's interest insurance (MII) and a mortgagee's additional perils pollution insurance (MAPP) (all P&I risks) cover for the benefit of the Finance Parties in each case for an amount equal to up to one hundred and ten per cent. (110%) of the Term Loan and the aggregate Commitments then outstanding and on such terms as the Agent considers appropriate.

24.7 Fleet Liens, Set off and Cancellations

If the Mortgaged Vessel's hull cover also insures other vessels, the Security Agent shall either be given an undertaking in approved terms by the brokers or (if such cover is not placed through brokers or the brokers do not, under any applicable laws or insurance terms, have such rights of set off and cancellation) the relevant insurers that the brokers or (if relevant) the insurers will not:

(a) set off against any claims in respect of the Mortgaged Vessel any premiums due in respect of any of such other vessels insured (other than other Mortgaged Vessels); or

(b) cancel that cover because of non-payment of premiums in respect of such other vessels,

or the Borrower shall ensure that hull cover for any Mortgaged Vessels is provided under a separate policy from any other vessels, in each case unless reputable international insurance brokers and reputable maritime insurance companies have developed a general policy of not giving such undertakings.

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24.8 Insurance Notices and Loss Payable Clauses

The interest of the Security Agent as assignee of the Insurances shall be endorsed on all insurance policies by the incorporation of a Loss Payable Clause and an Insurance Notice in respect of the Mortgaged Vessel and its Insurances signed by its Owner and, unless otherwise approved, each other person assured under the relevant cover (other than the Security Agent if it is itself an assured) in a manner satisfactory to the Security Agent (acting reasonably).

24.9 Details of Proposed Renewal of Insurances

Before any of the Mortgaged Vessel's Insurances are due to expire, the Agent shall be notified of the names of the brokers, insurers and associations proposed to be used for the renewal of such Insurances and the amounts, risks and terms in, against and on which the Insurances are proposed to be renewed.

24.10 Instructions for Renewal

Before any of the Mortgaged Vessel's Insurances are due to expire, instructions shall be given to brokers, insurers and associations for them to be renewed or replaced on or before their expiry.

24.11 Confirmation of Renewal

The Mortgaged Vessel's Insurances shall be renewed upon their expiry in a manner and on terms which comply with this Clause 24 and confirmation of such renewal given by approved brokers or insurers to the Agent at least seven days (or such shorter period as may be approved by the Agent) before such expiry.

24.12 Insurance Documents

The Agent shall be provided with pro forma copies of all insurance policies and other relevant documentation issued by brokers, insurers and associations in connection with the Mortgaged Vessel's Insurances as soon as possible after they are available after they have been placed or renewed.

24.13 Letters of Undertaking

Unless otherwise approved where the Agent is satisfied that equivalent protection is afforded by the terms of the relevant Insurances and/or any applicable law and/or a letter of undertaking provided by another person, on each placing or renewal of the Insurances, the Agent shall be provided promptly with letters of undertaking in an approved form (having regard to general insurance market practice and law at the time of issue of such letter of undertaking) from the relevant Approved Insurance Brokers, Approved Insurers protection and indemnity risks and/or war risks associations and club undertakings.

24.14 Independent Report

The Agent may at any time request a detailed report from an independent firm of marine insurance brokers giving their opinion on the adequacy of the Mortgaged Vessel's Insurances in which case the Borrower shall reimburse the Agent for the cost of obtaining such a report. The Borrower shall be liable to pay (or reimburse the Agent) for no more than one such report per Mortgaged Vessel per year (unless (x) such report is obtained in connection with the occurrence of, or shows the occurrence of, an Event of Default, in which case the cost of such report shall be for the Borrower's account or (y) there shall be material change to the Mortgaged Vessel's Insurances).

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24.15 Collection of Claims

All documents and other information and all assistance required by the Agent to assist it and/or the Security Agent in trying to collect or recover any claims under the Mortgaged Vessel's Insurances shall be provided promptly.

24.16 Employment of Mortgaged Vessel

The Mortgaged Vessel shall only be employed or operated in conformity with the terms of the Mortgaged Vessel's Insurances (including any express or implied warranties) and not in any other way (unless the insurers have consented and/or any additional requirements of the insurers have been satisfied).

24.17 Declarations and Returns

If any of the Mortgaged Vessel's Insurances are on terms that require a declaration, certificate or other document to be made or filed before the Mortgaged Vessel sails to, or operates within, an area, those terms shall be complied with within the time and in the manner required by those Insurances.

24.18 Application of Recoveries

All sums paid under the Mortgaged Vessel's Insurances to anyone other than the Security Agent shall be applied in repairing the damage and/or in discharging the liability in respect of which they have been paid except to the extent that the repairs have already been paid for and/or the liability already discharged.

24.19 Settlement of Claims

Any claim under the Mortgaged Vessel's Insurances for a Total Loss or Major Casualty shall only be settled, compromised or abandoned with prior approval.

24.20 Change in Insurance Requirements

If the Agent gives notice to the Borrower to change the terms and requirements of this Clause 24 (which the Agent may only do, in such manner as it considers appropriate in its reasonable opinion, as a result of changes of circumstances or market practice after the date of this Agreement), this Clause 24 shall be modified in the manner so notified by the Agent on the date fourteen (14) days after such notice from the Agent is received, provided always that the Agent shall use reasonable endeavours to give such notices as close as practicable to renewal dates for the Insurances and to consult with the Borrower before giving any such notice.

25. Minimum Security Value

Each Obligor undertakes that this Clause 25 will be complied with from the date of this Agreement until the end of the Facility Period.

25.1 Valuation of Assets

For the purpose of the Finance Documents, the value at any time of any Mortgaged Vessel or any other asset over which additional security is provided under this Clause 25 will be its value as most recently determined in accordance with this Clause 25.

25.2 Valuation Frequency

(a) Prior to the occurrence of an Event of Default, valuations of each Mortgaged Vessel and each such other asset in accordance with this Clause 25 shall be provided to the Agent:

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(i) semi-annually, along with each Compliance Certificate delivered pursuant to Clause 20.3 (Financial Testing), which valuations shall be dated not more than 30 days prior to the delivery of such Compliance Certificate, and

(ii) as required by the Agent with thirty (30) days' prior notice, if the Agent reasonably suspects the Borrower is not in compliance with Clause 20 (Financial Covenants) or this Clause 25.

(b) After an Event of Default has occurred and while it is continuing, valuations of each Mortgaged Vessel and each such other asset in accordance with this Clause 25 may be required by the Agent at any time.

25.3 Expenses of Valuation

The Borrower shall bear, and reimburse to the Agent where incurred by the Agent, all costs and expenses of providing such a valuation.

25.4 Valuations Procedure

(a) The value of any Mortgaged Vessel shall be determined in accordance with this Clause 25.

(b) Additional security in the form of Cash deposited in a blocked account subject to Security Interest in favour of the Security Agent shall be valued at par. Any other additional security provided under this Clause 25 shall be valued in such a way, on such a basis and by such persons (including the Agent itself) as may be approved by the Majority Lenders or as may be agreed in writing by the Borrower and the Agent (on the instructions of the Majority Lenders).

25.5 Currency of Valuation

Valuations shall be provided by an Approved Broker in Dollars or, if an Approved Broker is of the view that the relevant type of vessel is generally bought and sold in another currency, in that other currency. If a valuation is provided in another currency, for the purposes of this Agreement it shall be converted into Dollars at the Agent's spot rate of exchange for the purchase of Dollars with that other currency as at the date to which the valuation relates.

25.6 Basis of Valuation

Each valuation will be addressed to the Agent in its capacity as such and made:

(a) without physical inspection;

(b) on the basis of a sale for prompt delivery for a price payable in full in cash on delivery at arm's length on normal commercial terms between a willing buyer and a willing seller not under duress; and

(c) without taking into account the benefit of any charter commitment. 25.7

25.7 Information Required for Valuation

The Borrower shall promptly provide to the Agent and any such Approved Broker any information which they reasonably require for the purposes of providing such a valuation.

25.8 Approved Brokers

All valuers must be an Approved Broker. The Agent may from time to time notify the Borrower of approval of one or more additional independent ship brokers as Approved Brokers for the purposes of this Clause 25.

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25.9 Appointment of Approved Brokers

When a valuation is required for the purposes of this Clause 25, the Borrower shall promptly appoint two Approved Brokers to provide such a valuation. If the Borrower is approved to appoint valuers but fails to do so promptly, the Agent may appoint Approved Brokers to provide that valuation.

25.10 Number of Valuers

Each valuation will be carried out by two Approved Brokers obtained by the Borrower.

25.11 Differences in Valuations

(a) Subject to paragraphs (b) and (c) below, if the valuations provided by each Approved Broker differ, the value of the relevant Mortgaged Vessel for the purposes of the Finance Documents will be the mean average of those valuations.

(b) If the valuations on a Mortgaged Vessel delivered by the two (2) Approved Brokers deviates by a margin of more than twenty per cent. (20%) of the higher of the two valuations, the Agent (acting on behalf of the Lenders) may request a valuation from a third Approved Broker and the "Market Value" of the relevant Mortgaged Vessel shall thereafter be the average of the three (3) valuations.

(c) If the valuations of all Mortgaged Vessels in the aggregate delivered by two (2) Approved Brokers deviates by a margin of more than ten per cent. 10% of the higher of the two valuations, the Agent (acting on behalf of the Lenders) may request valuations from a third Approved Broker for all such Mortgaged Vessels and the "Market Value" of such Mortgaged Vessels shall thereafter be the average of the three (3) valuations.

25.12 Security Shortfall

If at any time the Security Value is less than the Minimum Value, the Agent may, and shall, if so directed by the Majority Lenders, by notice to the Borrower require that such deficiency be remedied. The Borrower shall then within thirty (30) days of receipt by the Borrower of such notice ensure that the Security Value equals or exceeds the Minimum Value. For this purpose, the Borrower may, at its option:

(a) provide additional security over other assets approved by the Majority Lenders in accordance with this Clause 25; and/or

(b) prepay any part of the Loans under Clause 7.6 (Voluntary Prepayment) provided that in such case no minimum prepayment amount requirements shall be applicable.

and in the event that such additional security is not provided, or prepayment made, within thirty (30) days of receipt by the Borrower of such notice, the Borrower shall prepay such amount of the Loans or the Term Loan as shall be required under Clause 7.3 (Mandatory Prepayment – Security Value), which shall, for the avoidance of doubt, not constitute a breach of this Agreement.

25.13 Creation of Additional Security

The value of any additional security which the Borrower offers to provide to remedy all or part of a shortfall in the amount of the Security Value will only be taken into account for the purposes of determining the Security Value if and when:

(a) in the case of any vessel mortgaged as additional security pursuant to Clause 25.12 (Security Shortfall), the relevant Owner accedes as an Additional Guarantor and grants the Transaction Security and carries out any action to protect, perfect or give

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priority to the Transaction Security in each case identified in Part III of Schedule 3 (Conditions Precedent);

(b) that additional security, its value and the method of its valuation have been approved by the Majority Lenders, it being agreed that cash collateral provided in Dollars with the Account Bank shall always be acceptable to the Lenders and shall be valued at par;

(c) a Security Interest over that security has been constituted in favour of the Security Agent or (if appropriate) the Finance Parties in an approved form and manner;

(d) this Agreement has been unconditionally amended in such manner as the Agent, in its reasonable opinion, requires in consequence of that additional security being provided; and

(e) the Agent, or its duly authorised representative, has received such documents and evidence it may, in its reasonable opinion, require in relation to that amendment and additional security including documents and evidence of the type referred to in Schedule 3 (Conditions Precedent) in relation to that amendment and additional security and its execution and (if applicable) registration.

25.14 Release of Additional Security

(a) Provided always that the conditions set out in Clause 25.14(b) below are satisfied, the Security Agent shall, at the request and the cost of the Borrower, as soon as reasonably practicable following receipt of the notice referred to in Clause 25.14(b)(i) below (but in any case no earlier than the Proposed Additional Security Reduction Date set out in such notice), release any Security Interests over additional security created pursuant to Clause 25.13 (Creation of Additional Security), such date on which the relevant releases occur being a "Additional Security Reduction Date".

(b) The conditions referred to in Clause 25.14(a) above are as follows:

(i) the Borrower shall have provided the Agent and the Security Agent with at least fifteen (15) Business Days' prior written notice of such request for release of the relevant Security Interests, such notice stating a proposed date of release (the "Proposed Additional Security Reduction Date"); and

(ii) immediately prior to and following the Additional Security Reduction Date, the Security Value shall be equal to or greater than the Minimum Value.

26. Bank Accounts

Each Obligor undertakes that this Clause 26 will be complied with following the Initial Borrowing Date until the end of the Facility Period.

26.1 Earnings Account

(a) An Obligor or some or all of the Obligors jointly shall be the holder(s) of one or more Accounts with an Account Bank which is designated as an "Earnings Account" for the purposes of the Finance Documents.

(b) The Earnings of the Mortgaged Vessels and all moneys payable to the relevant Owner or the relevant charterer under the Mortgaged Vessel's Insurances shall be paid by the persons from whom they are due to an Earnings Account unless required to be paid to the Security Agent under the relevant Finance Documents.

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26.2 Other Provisions

(a) An Account may only be designated for the purposes described in this Clause 26 if such designation is made in writing by the Agent and acknowledged by the Borrower and specifies the names and addresses of the Account Bank and the Account Holder(s) and the number and any designation or other reference attributed to the Account.

(b) The rates of payment of interest and other terms regulating any Account will be a matter of separate agreement between the relevant Account Holder(s) and Account Bank.

27. Business Restrictions

Except as otherwise approved by the Majority Lenders, each Obligor undertakes that this Clause 27 will be complied with by and in respect of each Group Member from the date of this Agreement until the end of the Facility Period.

27.1 General Negative Pledge – Obligors other than the Borrower

(a) None of the Obligors (other than the Borrower) shall grant, assume or permit any Security Interest to exist, arise or be created or extended over all or any part of its assets.

(b) Without prejudice to Clauses 27.2 (Financial Indebtedness) and 27.5 (Disposals), no Obligor (other than the Borrower) shall:

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby that asset is or may be leased to, or re-acquired by, any other Group Member other than pursuant to disposals permitted under Clause 27.5 (Disposals);

(ii) sell, transfer, factor or otherwise dispose of any of its receivables on recourse terms (except for the discounting of bills or notes in the ordinary course of business);

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c) Clauses 27.1(a) and 27.1(b) above do not apply to:

(i) Permitted Security Interests; or

(ii) the incorporation by OCM (Gibraltar) Njord Midco Limited in any Approved Jurisdiction (or any other jurisdiction approved in advance by the Majority Lenders (such approval not to be unreasonably withheld or delayed)) of limited liability companies each of which on incorporation becomes a Group Member and the transfer by OCM (Gibraltar) Njord Midco Limited to any such new Group Member of its shares in any other Group Member which does not (either directly or indirectly through any Subsidiary) own a Mortgaged Vessel.

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27.2 Financial Indebtedness - Borrower

(a) The Borrower shall not incur or permit to exist, any Financial Indebtedness owed by it to any other person except:

(i) any Financial Indebtedness incurred by the Borrower if:

(A) the Borrower and the Group is in compliance with the provisions of Clause 20 (Financial Covenants); and

(B) the Borrower and the Group will remain in compliance with the provisions of Clause 20 (Financial Covenants) even after taking account of such Financial Indebtedness on a pro forma basis; and

(C) no Event of Default has occurred and is continuing at the time such Financial Indebtedness is incurred or would occur as the result of the incurrence of such Financial Indebtedness; and

(ii) Financial Indebtedness incurred under the Finance Documents and the Term Facility Finance Documents.

(b) The Borrower shall ensure that the aggregate exposure of the Group under charter arrangements for vessels owned by third parties with remaining terms in excess of six (6) months shall not exceed, when added to any exposure of the Group under Forward Freight Agreements entered into under Clause 28.1(c) an amount equal to a charter-in day rate of US$25,000 payable on 50% of all Fleet Vessels owned by all Group Members for a period of twenty-four (24) months. The aggregate exposure of the Group under charter-in arrangements for vessels owned by third parties as per 30 June or 31 December (as the case may be) in the relevant year shall be reported on in each Compliance Certificate.

27.3 Financial Indebtedness – Obligors other than the Borrower

No Obligor (other than the Borrower) shall incur or permit to exist, any Financial Indebtedness owed by it to anyone else except:

(a) Financial Indebtedness incurred under the Finance Documents and the Term Facility Finance Documents;

(b) Financial Indebtedness incurred pursuant to the Existing Indebtedness which is being fully repaid and/or terminated as a result of Utilisations under this Agreement, the existing indebtedness incurred by any Obligor (other than the Borrower) and set out in Schedule 9 (Approved Existing Indebtedness) which is approved at the date of this Agreement and any other existing indebtedness incurred by any Obligor (other than the Borrower) which is disclosed to, and approved by, the Majority Lenders;

(c) Financial Indebtedness owed to another Group Member or an "Affiliate" (as such term is defined in accordance with GAAP) of any Group Member, provided that, any such Financial Indebtedness owed by an Obligor (other than the Borrower) is unsecured and, to the extent required by the Intercreditor Agreement, fully subordinated to this Agreement, the other Finance Documents and the Facility hereunder upon the occurrence of an Event of Default for so long as it is continuing);

(d) Financial Indebtedness incurred which is approved at the relevant time by all of the Lenders; and

(e) trade credit granted to it by its customers on normal commercial terms and in the ordinary course of business.

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27.4 Loans and credit – Obligors other than the Borrower

No Obligor (other than the Borrower) shall make, grant or permit to exist any loans or any credit by it to anyone else other than:

(a) loans or credit to another Group Member or an "Affiliate" (as such term is defined in accordance with GAAP) of any Group Member permitted under paragraph (c) of Clause 27.3 (Financial Indebtedness – Obligors other than the Borrower); and

(b) trade credit granted by it to its customers on normal commercial terms in the ordinary course of its trading activities.

27.5 Disposals – Obligors other than the Borrower

(a) Other that as set forth in clause (b) below, no Obligor (other than the Borrower) shall enter into a single transaction or a series of transactions, whether related or not and whether voluntarily or involuntarily, to sell, lease, transfer or otherwise dispose of the whole or a substantial part of its assets except for:

(i) the incorporation by OCM (Gibraltar) Njord Midco Limited in any Approved Jurisdiction (or any other jurisdiction approved in advance by the Majority Lenders (such approval not to be unreasonably withheld or delayed)) of limited liability companies each of which on incorporation becomes a Group Member and the transfer by OCM (Gibraltar) Njord Midco Limited to any such new Group Member of its shares in any other Group Member which does not (either directly or indirectly through any Subsidiary) own a Mortgaged Vessel; and

(ii) any of the following disposals so long as they are not prohibited by any other provision of the Finance Documents:

(A) disposals of assets on normal commercial terms, at market value and on an arm's length basis;

(B) any disposal of receivables on a non-recourse basis on arm's length terms (including at fair market value) for non-deferred cash consideration in the ordinary course of its business; and

(C) disposals permitted by Clause 27.1 (General Negative Pledge – Obligors other than the Borrower).

(b) Each Owner may dispose of a Mortgaged Vessel, subject to compliance with Clause 7.4 (Mandatory Prepayment – Sale or Total Loss of Vessel) or with the prior written approval of the Majority Lenders.

27.6 Contracts and Arrangements with Affiliates

No Group Member shall be party to any arrangement or contract with any of its Affiliates unless such arrangement or contract is on an arm's length basis (except for (a) Financial Indebtedness under the Term Facility Finance Documents and (b) Financial Indebtedness owed to another Group Member or an "Affiliate" (as such term is defined in accordance with GAAP) of any Group Member, provided that all Financial Indebtedness owing from an Obligor to another Group Member shall be unsecured and, to the extent required by the Intercreditor Agreement, fully subordinated to this Agreement, the other Finance Documents, the Facility the Term Facility and the Term Facility Finance Documents hereunder upon the occurrence of an Event of Default for so long as it is continuing, whether or not it is interest bearing).

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27.7 Acquisitions and Investments – Obligors other than the Borrower

No Obligor (other than the Borrower) shall acquire any person, business, vessels or other material assets (other than a vessel that is, or becomes, a Mortgaged Vessel) or make any investment in any person or business or enter into any joint-venture arrangement except for:

(a) capital expenditures or investments relating to upgrade or maintenance work in the ordinary course of business; or

(b) the incorporation by OCM (Gibraltar) Njord Midco Limited in any Approved Jurisdiction (or any other jurisdiction approved in advance by the Majority Lenders (such approval not to be unreasonably withheld or delayed)) of limited liability companies each of which on incorporation becomes a Group Member and the making of any investment in those limited liability companies.

27.8 Distribution and Other Payments

(a) Except:

(i) to the extent resulting solely from the redemption and cancellation of Fractional Shares as contemplated by (and as such term is defined in) the optional exchange agreement dated on or about the date of this Agreement and entered into between the Borrower and certain of its shareholders; or

(ii) as permitted under Clause 27.8(b) below,

the Borrower shall not:

(A) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or kind) on or in respect of its share capital (or any class of its share capital);

(B) repay or distribute any dividend or share premium reserve;

(C) pay or allow the payment by any other Group Member of any management, advisory or other fee to or to the order of any of the shareholders of the Borrower;

(D) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so; or

(E) make any payment or repayment or allow any other Group Member to make a payment or repayment under any Financial Indebtedness owed to a shareholder of the Borrower or a Group Member which is not an Obligor.

(b) Clause 27.8(a) above does not apply to any direct or indirect payment of dividends or other distributions to the Borrower's shareholders if and to the extent that:

(i) the Cash Sweep Period has expired, provided that the Borrower may not later than 20 Business Days prior to:

(A) the Cash Sweep Date falling 12 months after the Initial Borrowing Date; or

(B) if a Cash Sweep Extension Notice has been delivered, the Cash Sweep Date falling 24 months after the Initial Borrowing Date,

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deliver a notice in writing to the Agent (a "Cash Sweep Termination Notice") electing to end the Cash Sweep Period and thereby remove the restriction on payment of distributions under this Clause 27.8(b)(i) with effect from (but not including) the date falling three (3) months after such Cash Sweep Date, provided that the Cash Sweep Period shall not so end unless and until the Borrower makes a prepayment of the Term Loan on such next scheduled Cash Sweep Date in accordance with the provisions of clause 27.8 (Distribution and Other Payments) of the Term Facility Agreement.

(ii) any such payments are not in breach of the Intercreditor Agreement;

(iii) any such payments are declared or made when no Default is continuing or would occur immediately after the declaration or making of such payments; and

(iv) after giving effect to any such payments, the Borrower is not in breach of any of the provisions of Clause 20.2 (Financial Condition).

28. Hedging Contracts

Each Obligor undertakes that this Clause 28 will be complied with from the date of this Agreement until the end of the Facility Period.

28.1 Hedging

(a) The Borrower agrees that it shall not enter into a Hedging Transaction or any other Treasury Transaction either with a Hedging Provider or a third party which is speculative, which includes Hedging Transactions and other Treasury Transactions that are (i) not entered into to hedge a real risk or exposure which the Borrower has or (ii) entered into by the Borrower for the main purpose of financial losses or gains.

(b) Notwithstanding the provisions of Clause 29.1(b), Forward Freight Agreements which are not entered into for the purpose of hedging cover against the forward position in which the Group has a commitment in relation to freight market risk existing because of trading of specified time charters and voyages in respect of physical vessels or cargoes in respect of any Fleet Vessel may be entered into with any Hedge Provider or third party, provided that the aggregate exposure under such Forward Freight Agreements (when added to the outstanding exposure under Charters permitted by Clause 27.2(b)) shall not exceed an amount equal to a charter-in day rate of US$25,000 payable on fifty per cent. (50%) of all Fleet Vessels owned by all Group Members for a period of twenty-four (24) months. The aggregate exposure of the Group under Forward Freight Agreements entered into under this Clause 28.1(c) as of 30 June or 31 December (as the case may be) in the relevant financial year shall be specified in each Compliance Certificate.

(c) Any Treasury Transaction which is concluded with a Hedging Provider shall be on the terms of the Hedging Master Agreement or Forward Freight Agreement with that Hedging Provider.

(d) If and when any such Treasury Transaction has been concluded with a Hedging Provider, it shall constitute a Hedging Contract for the purposes of the Finance Documents.

28.2 Notification of Hedging Master Agreements

The Borrower shall notify the Agent promptly upon any Hedging Master Agreements being entered into by the Borrower with a Hedging Provider after the date of this Agreement. The

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Hedging Provider shall promptly provide the Agent with copies of any Hedging Master Agreement entered into, any other Hedging Contracts and any other information which the Agent may require in connection with such Hedging Master Agreement or Hedging Contracts.

29. Events of Default

Each of the events or circumstances set out in Clauses 29.1 (Non-payment) to 29.21 (Mortgaged Vessel Registration) is an Event of Default.

29.1 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by administrative or technical error or by a Payment Disruption Event; and

(b) payment is made within three (3) Business Days of its due date. 29.2

29.2 Financial Covenants

The Borrower does not comply with Clause 20 (Financial Covenants). 29.3

29.3 Insurance

The Insurances in respect of a Mortgaged Vessel are not placed and kept in force in the manner required by Clause 24 (Insurance).

29.4 Other Obligations

(a) An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clauses 29.1 (Non-payment), 29.2 (Financial Covenants) and 29.3 (Insurance)), provided that any material breach occurring under the terms of the Mortgages registered in the Danish International Ships Register (DIS), the Norwegian International Ship Register (NIS) or the Singapore Registry of Ships shall only constitute an Event of Default under this Agreement if a provision substantially similar to the provision of the relevant Mortgage of which the Obligor is in breach has been agreed upon in this Agreement and in such case, subject to the same materiality and de minimis requirements and notices and remedy periods as set forth in this Agreement or the Security Documents.

(b) No Event of Default under Clause 29.4(a) above will occur if the Agent considers in its reasonable opinion that the failure to comply is capable of remedy and the failure is remedied within fifteen (15) Business Days of the earlier of (i) the Agent giving notice to the Borrower or relevant Obligor and (ii) the Borrower or an Obligor becoming aware of the failure to comply.

29.5 Misrepresentation

(a) Any representation, warranty or statement made or deemed to be made or repeated by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

(b) No Event of Default under Clause 29.5(a) above will occur if the Agent considers in its reasonable opinion that the circumstances giving rise to that misrepresentation are

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capable of remedy and are remedied within fifteen (15) Business Days of the earlier of (i) the Agent giving notice to the Borrower or relevant Obligor and (ii) the Borrower or an Obligor becoming aware of the failure to comply.

29.6 Breach of material contract

An event or circumstance is outstanding which constitutes an event of default or termination event (however described) under any material agreement or instrument (other than a Finance Document or any agreement between an Obligor and any Lender or any Affiliate of any Lender or any other agreement or arrangement which relates to Financial Indebtedness (without prejudice to Clause 29.7 (Cross Default)) which is binding on the Borrower or any other Group Member or to which its assets are subject.

29.7 Cross Default

(a) Any Financial Indebtedness of any Group Member is not paid when due nor within any originally applicable grace period.

(b) Any Financial Indebtedness of any Group Member is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) Any commitment for any Financial Indebtedness of any Group Member is cancelled or suspended by a creditor of that Obligor as a result of an event of default (however described).

(d) The counterparty to a Treasury Transaction entered into by any Group Member becomes entitled to terminate that Treasury Transaction early by reason of an event of default (however described).

(e) Any creditor of any Group Member becomes entitled to declare any Financial Indebtedness of that Group Member immediately due and payable prior to its specified maturity as a result of a material event of default (however described).

(f) No Event of Default will occur under this Clause 29.7 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within Clauses 29.7(a) to (e) is less than ten million Dollars (US$10,000,000) (or its equivalent in any other currency or currencies).

29.8 Insolvency

(a) Any Group Member is generally unable or admits inability to pay its debts in an aggregate amount exceeding ten million Dollars (US$10,000,000) as they fall due, suspends making payments on any of its debts exceeding ten million Dollars (US$10,000,000) in aggregate or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such hereunder) with a view to rescheduling any of its indebtedness in excess of ten million Dollars (US$10,000,000) in aggregate.

(b) The value of the assets of any Group Member is less than its liabilities (taking into account contingent and prospective liabilities) and as a result such Group Member is required under applicable law to file for insolvency or cease trading.

(c) A moratorium is declared in respect of any indebtedness of any Group Member exceeding ten million Dollars (US$10,000,000) in aggregate. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

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29.9 Insolvency Proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments (with respect to payments in respect of debt, in respect of debt in an aggregate amount exceeding US$10,000,000), a moratorium of any indebtedness exceeding ten million Dollars (US$10,000,000) aggregate, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Group Member;

(ii) a composition, compromise, assignment or arrangement with any creditor of any Group Member in respect of debt in an aggregate amount exceeding US$10,000,000; or

(iii) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Group Member or any of its assets having an aggregate value exceeding US$10,000,000 (including the directors of any Group Member requesting a person to appoint any such officer in relation to a Group Member or any of its assets),

or any analogous procedure or step is taken in any jurisdiction.

(b) Clause 29.9(a) above shall not apply to any winding-up petition (or analogous procedure or step) which is frivolous or vexatious and is discharged, stayed or dismissed within fourteen (14) days (or such longer period as the Agent may agree) of commencement or, if earlier, the date on which it is advertised.

29.10 Creditors' Process

Any expropriation, attachment, sequestration, distress, execution or analogous process affects any substantial asset or assets of any Group Member having an aggregate value exceeding ten million Dollars (US$10,000,000) (other than a Mortgaged Vessel) and is not discharged within five (5) Business Days.

29.11 Unlawfulness and Invalidity

(a) It is or becomes unlawful for an Obligor or any other Group Member which is a party to the Intercreditor Agreement to perform any of its obligations under the Finance Documents.

(b) Any obligation or obligations of any Obligor under any Finance Documents or any other Group Member under the Intercreditor Agreement are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

(c) Any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination created under the Intercreditor Agreement ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.

29.12 Intercreditor Agreement

(a) Any Group Member which is party to the Intercreditor Agreement (other than an Obligor) fails to comply with the provisions of, or does not perform its obligations under, the Intercreditor Agreement; or

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(b) a representation or warranty given by that party in the Intercreditor Agreement is incorrect in any material respect,

and if the non-compliance or circumstances giving rise to the misrepresentation are capable of remedy, and it is not remedied within fifteen (15) Business Days of the earlier of the Agent giving notice to that party or that party becoming aware of the non-compliance or misrepresentation.

29.13 Cessation of Business and Revocation of Authorisations

(a) The Borrower suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or substantially all of its business.

(b) Any Authorisation required in connection with the entry by any Obligor into, validity or enforceability of any of the Finance Documents or the performance by any Obligor of the obligations thereunder or any of the transactions contemplated thereby is revoked, terminated or otherwise ceases to be in full force and effect and such revocation, termination or cessation has or is reasonably like to have a Material Adverse Effect.

29.14 Ownership of the Obligors

At any time after the initial Utilisation Date any Obligor (other than the Borrower) is not or ceases to be a direct or indirect wholly-owned Subsidiary of the Borrower.

29.15 Audit Qualification

The Borrower's Auditors issue a qualified opinion or an adverse opinion as contemplated by international auditing standards as at the date of this Agreement with respect to the consolidated audited annual financial statements of the Borrower.

29.16 Expropriation

The authority or ability of any Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action (including destruction of a substantial part of such Obligor's assets (including any Mortgaged Vessel)) by or on behalf of any governmental, regulatory or other authority or other person in relation to any Group Member or any of its assets, provided such event has or is reasonably likely to have a Material Adverse Effect.

29.17 Repudiation and Rescission of Finance Documents

An Obligor (or, in the case of the Intercreditor Agreement, any Group Member which is a party to the Intercreditor Agreement (other than an Obligor)) repudiates or purports to repudiate a Finance Document or rescinds or purports to rescind a Finance Document.

29.18 Litigation

Any litigation, alternative dispute resolution, arbitration or administrative proceeding is taking place, or threatened against any Group Member or any of its assets, rights or revenues which, which is not frivolous or vexatious and which, if adversely determined has or is reasonably likely to have a Material Adverse Effect, except if such Group Member has taken out an appropriate insurance cover in respect of the whole amount of any judgement, arbitral award or order relating thereto and has provided evidence thereof to the Agent.

29.19 Material Adverse Effect

Any Environmental Incident or other event or circumstance or series of events (including any change of law) occurs which has or is reasonably likely to have a Material Adverse Effect.

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29.20 Arrest of Mortgaged Vessel

A maritime or other lien (not being a Permitted Maritime Lien) is imposed on any Mortgaged Vessel or if a Mortgaged Vessel, its Earnings, Insurances or Requisition Compensation is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim and in either case the relevant Owner fails to procure the release of such lien or Mortgaged Vessel within a period of thirty (30) days (or such longer period as may be approved) of any of the Obligors becoming aware of such event save where the Obligors have provided additional security to the Security Agent in such form and for such amounts as the Agent may approve, acting on the instructions of all the Lenders.

29.21 Mortgaged Vessel Registration

Except with approval, the registration of any Mortgaged Vessel under the laws and flag of its Flag State is cancelled or terminated or, where applicable, not renewed or, if such Mortgaged Vessel is only provisionally registered on the date of its Mortgage, such Mortgaged Vessel is not permanently registered under such laws within ninety (90) days of such date.

29.22 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(a) cancel the Total Commitments at which time they shall immediately be cancelled; and/or

(b) declare that all or part of any Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; and/or

(c) declare that all or part of any Loan be payable on demand, at which time it shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or

(d) declare that no withdrawals be made from any Account; and/or

(e) exercise or direct the Security Agent and/or any other beneficiary of the Security Documents to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

30. Position of Hedging Provider

30.1 30.1 Hedging Providers

It is acknowledged that at the time any Hedging Contract is entered into after the date hereof, any Hedging Provider who is party to such Hedging Contract (and who is not an Original Hedging Provider) shall accede to, and become a party to, this Agreement by entering into a deed of accession in a form to be agreed by the parties and upon the execution of such deed of accession the relevant Hedging Provider shall have the rights and obligations on the part of the Hedging Providers contained in this Agreement and the other Finance Documents.

30.2 Rights of Hedging Provider

Each Hedging Provider is a Finance Party and as such, will be entitled to share in the security constituted by the Security Documents in respect of any liabilities of the Borrower under the Hedging Contracts with such Hedging Provider in the manner and to the extent contemplated by the Finance Documents.

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30.3 No Voting Rights

No Hedging Provider in its capacity as such shall be entitled to vote on any matter where a decision of the Lenders alone is required under this Agreement, whether before or after the termination or close out of the Hedging Contracts with such Hedging Provider, provided that each Hedging Provider shall be entitled to vote on any matter where a decision of all the Finance Parties is expressly required.

30.4 Acceleration and Enforcement of Security

Neither the Agent or any other beneficiary of the Security Documents shall be obliged, in connection with any action taken or proposed to be taken under or pursuant to Clause 29 (Events of Default) or pursuant to the other Finance Documents, to have any regard to the requirements of the Hedging Provider except to the extent that the relevant Hedging Provider is also a Lender.

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Section 9

Changes to Parties

31. Changes to the Lenders

31.1 Assignments and Transfers by the Lenders

Subject to this Clause 31, a Lender (the "Existing Lender") may assign any of its rights, or transfer by novation any of its rights and obligations, under any Finance Document to a bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the "New Lender").

31.2 Conditions of Assignment or Transfer

(a) The consent of the Borrower is required for an assignment or transfer by an Existing Lender or any sub-participation or any other agreement or arrangement having an economic effect substantially similar to a sub-participation of any of its obligations by a Lender which involves the transfer of voting rights to the transferee or gives the transferee effective control over voting rights (a "Sub-Participation"), unless the assignment, transfer or Sub-Participation (as applicable) is (i) to a regulated deposit taking institution, a pension fund or an insurance company or (ii) following the occurrence of an Event of Default which is continuing. Any assignment, transfer or Sub-Participation by a Lender shall be without additional cost to the Borrower or the Agent. The Agent will immediately advise the Borrower of the assignment, transfer or Sub-Participation.

(b) The Borrower's consent may not be unreasonably withheld or delayed and will be deemed to have been given five (5) Business Days after the Agent or Existing Lender has requested consent unless consent is expressly refused within that time.

(c) An assignment or transfer will only be effective:

(i) on receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrower and the other Finance Parties as it would have been under if it was an Original Lender;

(ii) on the New Lender entering into any documentation required for it to accede as a party to the Intercreditor Agreement and to any Security Document to which the Existing Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or notice requirements;

(iii) on the performance by the Agent of all "know your customer" or other checks relating to any person that it is required to carry out in relation to such assignment or transfer to a New Lender, the completion of which the Agent shall promptly notify to the Lender and the New Lender;

(iv) if it is for a minimum amount of ten million Dollars (US$10,000,000) or, if less, all of the Commitments of the Existing Lender;

(v) if required, the Borrower has given its consent in accordance with paragraph (a) above; and

(vi) in respect of a transfer only, will only be effective if the New Lender enters into the documentation required for it to accede as a party to the

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Intercreditor Agreement and if the procedure set out in Clause 31.5 (Procedure for Transfer) is complied with.

(d) If:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

(e) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with the Finance Documents on or prior to the date on which the transfer or assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

31.3 Fee

The New Lender (unless it is an Affiliate of the Existing Lender) shall, on the date upon which an assignment takes effect, pay to the Agent (for its own account) a fee of three thousand five hundred Dollars (US$3,500).

31.4 Limitation of Responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender and each Arranger makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii) the financial condition of any Obligor;

(iii) the performance and observance by any Obligor or any other person of its obligations under the Finance Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Obligors and their related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document; and

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(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 31 (Changes to the Lenders); or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

31.5 Procedure for Transfer

(a) Subject to the conditions set out in Clause 31.2 (Conditions of Assignment or Transfer), a transfer is effected in accordance with Clause 31.5(d) below when (a) the Agent executes an otherwise duly completed Transfer Certificate and (b) the Agent executes any document required under Clause 31.2(c) (Conditions of Assignment or Transfer) which it may be necessary for it to execute, in each case delivered to it by the Existing Lender and the New Lender duly executed by them and, in the case of any such other document, any other relevant person. The Agent shall, subject to Clause 31.5(b) below, as soon as reasonably practicable after receipt by it of a Transfer Certificate and any such other document each duly completed, appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and such other document.

(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c) The Obligors and the other Finance Parties irrevocably authorise the Agent to execute any Transfer Certificate on their behalf without any consultations with them.

(d) On the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents, the Existing Lender shall be released from further obligations towards the Obligors and the other Finance Parties under the Finance Documents and the rights of the Obligors and the other Finance Parties against the Existing Lender under the Finance Documents shall be cancelled (being the "Discharged Rights and Obligations") (but the obligations owed by the Obligors under the Finance Documents shall not be released);

(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii) the other Finance Parties and the New Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the

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transfer and to that extent the Existing Lender and the other Finance Parties shall each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party to the Finance Documents as a "Lender" for the purposes of all the Finance Documents.

31.6 Procedure for Assignment

(a) Subject to the conditions set out in Clause 31.2 (Conditions of Assignment or Transfer) an assignment may be effected in accordance with Clause 31.6(c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to Clause 31.6(b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c) The Obligors and the other Finance Parties irrevocably authorise the Agent to execute any Assignment Agreement on their behalf without any consultations with them.

(d) On the Transfer Date:

(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement;

(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Security Documents); and

(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.

(e) Lenders may utilise procedures other than those set out in this Clause 31.6 to assign their rights and obligations under the Finance Documents (but not, without the consent of the Borrower or unless in accordance with Clause 31.5 (Procedure for Transfer), to obtain a release by the relevant Obligor from the obligations owed to such Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that such Lenders comply with the conditions set out in Clause 31.2 (Conditions of Assignment or Transfer).

31.7 Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement or an Increase Confirmation and any other document required under Clause 31.2(c) (Conditions of Assignment or Transfer), send a copy of that Transfer Certificate, Assignment Agreement or Increase Confirmation and such documents to the Borrower.

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31.8 Security Over Lenders' Rights

In addition to the other rights provided to Lenders under this Clause 31, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; except that no such charge, assignment or Security Interest shall:

(a) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or

(b) require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

32. Changes to the Obligors

32.1 No Transfer or Assignment

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

32.2 Additional Guarantors

(a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 19.8 ("Know your customer" checks), the Borrower may request that any of its wholly owned Subsidiaries become a Guarantor.

(b) A member of the Group shall become an Additional Guarantor if:

(i) the proposed Additional Guarantor delivers to the Agent a duly completed and executed Accession Deed; and

(ii) the Agent has received all of the documents and other evidence listed in Part III of Schedule 3 (Conditions Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent.

(c) The Agent shall notify the Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part III of Schedule 3 (Conditions Precedent).

(d) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (c) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

32.3 Repetition of Representations

Delivery of an Accession Deed by any Additional Guarantor constitutes confirmation by that Additional Guarantor that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

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Section 10

The Finance Parties

33. Roles of Agent and Arranger

33.1 Appointment of the Agent

(a) Each of the Arranger and the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b) Each of the Arranger and the Lenders authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

33.2 Instructions

(a) The Agent shall:

(i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B) in all other cases, the Majority Lenders;

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.

(b) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Security Agent.

(d) The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

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(e) In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the security constituted by the Security Documents or the Security Documents.

33.3 Duties of the Agent

(a) The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

(b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

(c) Without prejudice to Clause 31.7 (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower), paragraph (b) above shall not apply to any Transfer Certificate, any Assignment Agreement or any Increase Confirmation.

(d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Arranger or the Security Agent) under this Agreement, it shall promptly notify the other Finance Parties.

(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

33.4 Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

33.5 No fiduciary duties

(a) Nothing in any Finance Document constitutes the Agent or the Arranger as a trustee or fiduciary of any other person.

(b) Neither the Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

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33.6 Business with the Group

The Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

33.7 Rights and discretions

(a) The Agent may:

(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii) assume that:

(A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

(B) unless it has received notice of revocation, that those instructions have not been revoked; and

(iii) rely on a certificate from any person:

(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 29.1 (Non-payment));

(ii) any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and

(iii) any notice or request made by the Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.

(c) The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.

(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

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(f) The Agent may act in relation to the Finance Documents through its officers, employees and agents and the Agent shall not:

(i) be liable for any error of judgment made by any such person; or

(ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part of any such person,

unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct.

(g) Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(h) Without prejudice to the generality of paragraph (g) above, the Agent:

(i) may disclose; and

(ii) on the written request of the Borrower or the Majority Lenders shall, as soon as reasonably practicable, disclose,

the identity of a Defaulting Lender to the Borrower and to the other Finance Parties.

(i) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranger is obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(j) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

33.8 Responsibility for documentation

Neither the Agent nor the Arranger is responsible or liable for:

(a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Arranger, an Obligor or any other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security; or

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(c) any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

33.9 No duty to monitor

The Agent shall not be bound to enquire:

(a) whether or not any Default has occurred;

(b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

(c) whether any other event specified in any Finance Document has occurred.

33.10 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent, the Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:

(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security, unless directly caused by its gross negligence or wilful misconduct;

(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security; or

(iii) without prejudice to the generality of paragraphs (i)and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or

(B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Payment Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b) No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Transaction Document and any

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officer, employee or agent of the Agent may rely on this Clause subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Agent or the Arranger to carry out:

(i) any "know your customer" or other checks in relation to any person; or

(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender,

on behalf of any Lender and each Lender confirms to the Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arranger.

(e) Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any Finance Document or the Transaction Security shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

33.11 Lenders' indemnity to the Agent

(a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 36.12 (Disruption to Payment Systems etc.), notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).

(b) Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above.

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(c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to an Obligor.

33.12 Resignation of the Agent

(a) The Agent may resign and appoint one of its Affiliates as successor by giving notice to the Lenders and the Borrower.

(b) Alternatively the Agent may resign by giving 30 days' notice to the Lenders and the Borrower, in which case the Majority Lenders may appoint a successor Agent, such successor to be acceptable to the Borrower (acting reasonably).

(c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Agent may appoint a successor Agent, such successor to be acceptable to the Borrower (acting reasonably).

(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 33 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties.

(e) The retiring Agent shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

(f) The Agent's resignation notice shall only take effect upon the appointment of a successor.

(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent and Security Agent) and this Clause 33.12 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

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(h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(i) the Agent fails to respond to a request under Clause (b) (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Agent pursuant to Clause (b) (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

33.13 Replacement of the Agent

(a) After consultation with the Borrower, the Majority Lenders may, by giving 30 days' notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent, such successor to be acceptable to the Borrower (acting reasonably).

(b) The retiring Agent shall (at its own expense if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(c) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent and the Security Agent) and this Clause 33 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

(d) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

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33.14 Confidentiality

(a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

33.15 Relationship with the Lenders

(a) The Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i) entitled to or liable for any payment due under any Finance Document on that day; and

(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days' prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b) Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 38.5 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 38.2 (Addresses) and paragraph (a)(ii) of Clause 38.5 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

33.16 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Arranger 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 any Finance Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

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(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

(d) the adequacy, accuracy or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(e) the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security Interest affecting the Charged Property.

33.17 Agent's management time

Any amount payable to the Agent under Clause 14.3 (Indemnity to the Agent and the Security Agent), Clause 16 (Costs and Expenses) and Clause 33.11 (Lenders' indemnity to the Agent) after the occurrence of an Event of Default while such Event of Default is continuing shall include the cost of utilising the Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Borrower and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause 11 (Fees).

33.18 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

33.19 Reliance and engagement letters

Each Finance Party and Secured Party confirms that each of the Arranger and the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arranger or Agent) the terms of any reliance letter or engagement letters relating to any reports or letters provided by accountants in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

33.20 Role of Reference Banks

(a) No Base Reference Bank is under any obligation to provide a quotation or any other information to the Agent.

(b) No Base Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Base Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.

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(c) No Party (other than the relevant Base Reference Bank) may take any proceedings against any officer, employee or agent of any Base Reference Bank in respect of any claim it might have against that Base Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Base Reference Bank Quotation, and any officer, employee or agent of each Base Reference Bank may rely on this Clause 33.20 subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

33.21 Third party Base Reference Banks

A Base Reference Bank which is not a Party may rely on Clause 33.20 (Role of Base Reference Banks), paragraph (c) of Clause 42.2 (Exceptions) and Clause 46 (Confidentiality of Funding Rates and Base Reference Bank Quotations) subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

34.          Conduct of Business by the Finance Parties

34.1 Finance Parties Tax Affairs

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

34.2 Finance Parties Acting Together

Notwithstanding Clause 2.3 (Finance Parties' Rights and Obligations), if the Agent makes a declaration under Clause 29.22 (Acceleration) the Agent shall, in the names of all the Finance Parties, take such action on behalf of the Finance Parties and conduct such negotiations with the Borrower and any Group Members and generally administer the Facility in accordance with the wishes of the Majority Lenders. All the Finance Parties shall be bound by the provisions of this Clause and no Finance Party shall be entitled to take action independently against any Obligor or any of its assets without the prior consent of the Majority Lenders.

34.3 Conflicts

(a) The Borrower acknowledges that any Arranger and its parent undertaking, subsidiary undertakings and fellow subsidiary undertakings (together an "Arranger Group") may be providing debt finance, equity capital or other services (including financial advisory services) to other persons with which the Borrower may have conflicting interests in respect of the Facility or otherwise.

(b) No member of an Arranger Group shall use confidential information gained from any Obligor by virtue of the Facility or its relationships with any Obligor in connection with their performance of services for other persons. This shall not, however, affect any obligations that any member of an Arranger Group has as Agent in respect of the Finance Documents. The Borrower also acknowledges that no member of an Arranger Group has any obligation to use or furnish to any Obligor information obtained from other persons for their benefit.

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(c) The terms "parent undertaking," "subsidiary undertaking" and "fellow subsidiary undertaking" when used in this Clause have the meaning given to them in sections 1161 and 1162 of the Companies Act 2006.

34.4 Obligors

Any information or consent provided by the Agent or Security Agent under the Finance Documents may be relied upon by the Obligors as having been properly authorised by the Lenders, the Majority Lenders and/or the Finance Parties, as applicable, in accordance with the terms of the Finance Documents, unless otherwise notified by the Agent or Security Agent. Furthermore, each Obligor shall be entitled to deal with the Agent and/or the Security Agent in all matters arising under or relating to this Agreement and other Finance Documents.

35. Sharing Among the Finance Parties

35.1 Payments to Finance Parties

If a Finance Party (a "Recovering Finance Party") receives or recovers any amount from an Obligor other than in accordance with Clause 36 (Payment Mechanics) (a "Recovered Amount") and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Agent;

(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 36 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 36.5 (Partial Payments).

35.2 Redistribution of Payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause 36.5 (Partial Payments) towards the obligations of that Obligor to the Sharing Finance Parties.

35.3 Recovering Finance Party's Rights

On a distribution by the Agent under Clause 35.2 (Redistribution of Payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

35.4 Reversal of Redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to

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reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and

(b) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

35.5 Exceptions

(a) This Clause 35 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause 35.5, have a valid and enforceable claim against the relevant Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings in accordance with the terms of this Agreement, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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Section 11 Administration

36. Payment Mechanics

36.1 Payments to the Agent

(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document (other than a Hedging Contract), that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in a Participating Member State or London) with such bank as the Agent specifies.

36.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 36.3 (Distributions to an Obligor) and Clause 36.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment (but with same day value) in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five (5) Business Days' notice with a bank in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London). Any such payment made under this Clause 36.2 shall be made on the basis that if such payment is placed on overnight deposit by the Agent before making such funds available to the relevant Party and interest is earned on such overnight deposit, this interest shall be (or a pro rata amount of such interest in accordance with that Party's share in the payment) shall be made available to the Party entitled to receive the payment.

36.3 Distributions to an Obligor

The Agent may (with the consent of the Obligor or in accordance with Clause 37 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

36.4 Clawback

(a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

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36.5 Impaired Agent

(a) If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 36.1 (Payments to the Agent) may instead either:

(i) pay that amount direct to the required recipient(s); or

(ii) if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay that amount or the relevant part of that amount to an interest-bearing account held with an Acceptable Bank within the meaning of paragraph (a) of the definition of "Acceptable Bank" and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment (the "Paying Party") and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the "Recipient Party" or "Recipient Parties").

In each case such payments must be made on the due date for payment under the Finance Documents.

(b) All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the Recipient Party or the Recipient Parties pro rata to their respective entitlements.

(c) A Party which has made a payment in accordance with this Clause 36.5 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

(d) Promptly upon the appointment of a successor Agent in accordance with Clause 33.13 (Replacement of the Agent), each Paying Party shall (other than to the extent that that Party has given an instruction pursuant to paragraph Error! Reference source not found. below) give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with Clause 36.2 (Distributions by the Agent).

(e) A Paying Party shall, promptly upon request by a Recipient Party and to the extent:

(i) that it has not given an instruction pursuant to paragraph Error! Reference source not found. above; and

(ii) that it has been provided with the necessary information by that Recipient Party,

give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

36.6 Partial Payments

(a) If the Agent receives a payment for application against amounts due under the Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses;

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(ii) secondly, in or towards payment to the Lenders pro rata of any amount owing to the Lenders under Clause 33.11 (Lenders' Indemnity to the Agent) including any amount resulting from the indemnity to the Agent and the Security Agent under Clause 14.3 (Indemnity to the Agent and the Security Agent);

(iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents;

(iv) fourthly, in or towards payment to the Lenders pro rata of any principal which is due but unpaid under those Finance Documents; and

(v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Agent shall, if so directed by all the Lenders, vary the order set out in Clause 36.6(a)(i) to (v) above.

(c) Clauses 36.6(a) and 36.6(b) above will override any appropriation made by an Obligor.

36.7 No Set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim (except as otherwise provided in the Finance Documents).

36.8 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

36.9 Payments on Demand

For the purposes of Clause 29.1 (Non-payment) and subject to the Agent's right to demand interest under Clause 8.3 (Default Interest), payments on demand shall be treated as paid when due if paid within three (3) Business Days of demand, except as otherwise expressly provided in the Finance Documents.

36.10 Currency of Account

(a) Subject to Clauses 36.10(b) and 36.10(c) below, Dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b) A repayment of all or part of a Loan or an Unpaid Sum and each payment of interest shall be made in Dollars on its due date.

(c) Each payment in respect of the amount of any costs, expenses or Taxes or other losses shall be made in Dollars and, if they were incurred in a currency other than Dollars, the amount payable under the Finance Documents shall be the equivalent in Dollars of the relevant amount in such other currency on the date on which it was incurred.

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36.11 Change of Currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Borrower); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the London interbank market and otherwise to reflect the change in currency.

36.12 Disruption to Payment Systems Etc.

If either the Agent determines (in its discretion) that a Payment Disruption Event has occurred or the Agent is notified by the Borrower that a Payment Disruption Event has occurred:

(a) the Agent may, and shall, upon instructions from the Majority Lenders, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;

(b) the Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in Clause 36.12(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the Agent shall promptly notify the Finance Parties of any such determination or notice from the Borrower but in any event no later than five (5) Business Days after the date on which such determination was made or notice of such determination was received;

(d) the Agent shall, upon instructions from the Majority Lenders, consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be entitled to take any action to implement any changes to the operation or administration of the Facility without the instructions of the Majority Lenders and Clause 33.2 (Instructions) shall not apply in such circumstances pending receipt by the Agent of the Majority Lenders' instructions;

(e) any such changes agreed upon by the Agent, acting upon instructions from the Majority Lenders, and the Borrower shall (whether or not it is finally determined that a Payment Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents, notwithstanding the provisions of Clause 42 (Amendments and Grant of Waivers);

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(f) the Agent shall not be liable to the Finance Parties for failing to take any steps in respect of a Payment Disruption Event in the absence of specific instructions from the Majority Lenders;

(g) the Agent shall notify the Finance Parties of all changes agreed pursuant to Clause 36.12(e) above;

(h) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take any actions pursuant to or in connection with, this Clause 36.12.

37. Set-off

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

38. Notices

38.1 Communications in Writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

38.2 Addresses

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

(a) in the case of any Obligor which is a Party, that identified with its name in Schedule 1 (The Original Parties);

(b) in the case of any Obligor which is not a Party, that identified in any Finance Document to which it is a party;

(c) in the case of the Agent and any other original Finance Party that identified with its name in Schedule 1 (The Original Parties); and

(d) in the case of each Lender or other Finance Party, that notified in writing to the Agent on or prior to the date on which it becomes a Party in the relevant capacity,

or, in each case, any substitute address, fax number, or department or officer as an Obligor or Finance Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five (5) Business Days' notice.

38.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if by way of fax, when received in legible form; or

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(ii) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 38.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Agent or Security Agent will be effective only when actually received by the Agent or Security Agent and then only if it is expressly marked for the attention of the department or officer identified in Schedule 1 (The Original Parties) (or any substitute department or officer as the Agent or Security Agent shall specify for this purpose).

(c) All notices from or to an Obligor shall be sent through the Agent.

(d) Any communication or document made or delivered to the Borrower in accordance with this Clause 38.3 will be deemed to have been made or delivered to each of the Obligors.

38.4 Notification of Address and Fax Number

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 38.2 (Addresses) or changing its own address or fax number, the Agent shall notify the other Parties.

38.5 Communication when Agent is Impaired Agent

If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.

38.6 Electronic Communication

(a) Any communication to be made between the Agent and a Lender or a Hedging Provider or an Obligor under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including by way of the Agent's Debt Domain system), if the Agent and the relevant Lender such Hedging Provider or such Obligor:

(i) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(iii) notify each other of any change to their address or any other such information supplied by them.

(b) Any electronic communication made between the Agent and a Lender or the Hedging Provider or an Obligor will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender or the Hedging Provider or an Obligor to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.

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(c) All Lenders and Hedging Providers confirm that they have consented to the use of the Agent's Debt Domain system as an accepted method of communication under or in connection with the Finance Documents and agree that the Debt Domain system will be the primary method of communication between the Agent, the Lenders or a Hedging Provider. The Lenders and the Hedging Providers acknowledge that a communication via Debt Domain will be effective once the communication is posted to Intralinks by the Agent.

38.7 English Language

(a) Any notice given under or in connection with any Finance Document shall be in English.

(b) All other documents provided under or in connection with any Finance Document shall be:

(i) in English; or

(ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

39. Calculations and Certificates

39.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

39.2 Certificates and Determinations

Any certification or determination by the Agent of a rate or amount under any Finance Document is in the absence of manifest error, conclusive evidence of the matters to which it relates.

39.3 Day Count Convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of three hundred and sixty (360) days or, in any case where the practice in the London interbank market differs, in accordance with that market practice.

40. Partial Invalidity

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

41. Remedies and Waivers

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Documents. No election to affirm any Finance Document shall be effective unless it is in writing. No single or partial exercise of any right

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or remedy prevents any further or other exercise, or the exercise of any other right or remedy. The rights and remedies provided in the Finance Documents are cumulative and not exclusive of any rights or remedies provided by law.

42. Amendments and Grant of Waivers

42.1 Required Consents

(a) Subject to Clause 42.2 (Exceptions), any term of the Finance Documents may be amended or waived with the consent of the Agent (acting on the instructions of the Majority Lenders and, if it affects the rights and obligations of the Agent, the consent of the Agent) and the Borrower and any such amendment or waiver agreed or given will be binding on all Parties.

(b) The Agent may (or, in the case of the Security Documents, may instruct the Security Agent to) effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 42.1.

(c) Without prejudice to the generality of Clause Error! Reference source not found. (Rights and discretions), the Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for, and effecting, any amendment, waiver or consent under this Agreement.

(d) Each Obligor agrees to any such amendment or waiver permitted by this Clause 42 which is agreed to by the Borrower. This includes any amendment or waiver which would, but for this paragraph (d), require the consent of all of the Guarantors.

42.2 Exceptions

(a) An amendment, waiver or discharge or release that has the effect of changing or which relates to:

(i) the definition of "Majority Lenders" in Clause 1.1 (Definitions);

(ii) an extension to the date of payment of any amount under the Finance Documents;

(iii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable or the rate at which they are calculated;

(iv) an increase in, or an extension of, any Commitment or the Total Commitments or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably;

(v) a change to the Borrower or any other Obligor, except in the case of the release of any Guarantor in accordance with Clause 17.12 (Release);

(vi) any provision which expressly requires the consent or approval of all the Lenders;

(vii) Clause 2.3 (Finance Parties' Rights and Obligations), Clause 31 (Changes to the Lenders), Clause 35.1 (Payments to Finance Parties), this Clause 42, Clause 47 (Governing Law) or Clause 48.1 (Jurisdiction of English Courts);

(viii) the order of distribution under Clause 36.5 (Partial Payments) or the order of priority or subordination under the Intercreditor Agreement;

(ix) the currency in which any amount is payable under any Finance Document;

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(x) the nature or scope of the Charged Property (except in the case of any release of Charged Property expressly permitted by any Finance Document) or the manner in which the proceeds of enforcement of the Security Documents are distributed;

(xi) the nature or scope of the guarantee and indemnity granted under Clause 17 (Guarantee and Indemnity), except in the case of the release of any Guarantor in accordance with Clause 17.12 (Release);

(xii) the circumstances in which the security constituted by the Security Documents are permitted or required to be released under any of the Finance Documents;

(xiii) changes to Clause 28 (Hedging Contracts); or

(xiv) changes to Clause 9.1(a) (Selection of Interest Periods),

shall not be made without the prior consent of all the Lenders.

(b) Amendments to or waivers in respect of the Hedging Contracts may only be agreed by the relevant Hedging Provider.

(c) An amendment or waiver which relates to the rights or obligations of the Agent, Security Agent or the Arrangers or a Base Reference Bank in their respective capacities as such (and not just as a Lender) may not be effected without the consent of the Agent, Security Agent or the Arrangers (as the case may be).

(d) Notwithstanding Clauses 42.1 (Required Consents) and 42.2(a) to 42.2(b) above (inclusive), the Agent may, if the Borrower (acting reasonably) agrees, make technical amendments to the Finance Documents arising out of manifest errors on the face of the Finance Documents, where such amendments would not prejudice or otherwise be adverse to the interests of any Finance Party without any reference or consent of the Finance Parties.

(e) The Borrower shall (at its own cost) have the right, in the absence of a Default which is continuing, to replace any Lender (the "Replaced Lender") that refuses to consent to certain amendments or waivers of this Agreement approved by the Agent which expressly require the consent of such Lender and which have been approved by the Majority Lenders with a New Lender (as defined in Clause 31.1 (Assignments and Transfers by the Lenders) provided that:

(i) such New Lender consents to the proposed amendments or waivers;

(ii) the New Lender and the Replaced Lender enter into a Transfer Certificate or Assignment Agreement;

(iii) the conditions set out in Clause 31.2(c)(i) to (iii) (Conditions of Assignment or Transfer) inclusive are satisfied; and

(iv) all amounts owing to the Replaced Lender including, but not limited to

(A) all amounts of principal and all accrued interest on the amount of the Replaced Lender's Commitment which has been utilised on the date of the Transfer Certificate or Assignment Agreement;

(B) any Break Costs; and

(C) any accrued but unpaid fees payable pursuant to Clause 11 (Fees)

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are paid on or before the date of the Transfer Certificate or Assignment Agreement.

42.3 Releases

Except with the approval of the Lenders or as is expressly permitted or required by the Finance Documents, the Agent shall not have authority to authorise the Security Agent to release:

(a) any Charged Property from the security constituted by any Security Document; or

(b) any Obligor from any of its guarantee or other obligations under any Finance Document.

42.4 Excluded Commitments

If any Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of Lenders under the terms of this Agreement (other than an amendment, waiver or consent referred to in Clause 42.2 (Exceptions)) within fifteen (15) Business Days of that request being made (unless the Borrower and the Agent agree to a longer time period in relation to any request):

(a) its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and

(b) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

42.5 Disenfranchisement of Defaulting Lenders

(a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments under the Facility or the agreement of any specified group of Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender's Commitments under the Facility will be reduced by the amount of its Available Commitments under the Facility and, to the extent that the reduction results in that Defaulting Lender's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of this Clause 42.5.

(b) For the purposes of this Clause 42.5, the Agent may assume that the following Lenders are Defaulting Lenders:

(i) any Lender which has notified the Agent that it has become a Defaulting Lender; and

(ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of Defaulting Lender has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

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42.6 Replacement of a Defaulting Lender

(a) The Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving ten (10) Business Days' prior written notice to the Agent and such Lender replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) assign pursuant to Clause 31 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;

(b) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 42.6 shall be subject to the following conditions:

(i) the Borrower shall have no right to replace the Agent or Security Agent;

(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Borrower to find a Replacement Lender;

(iii) the transfer must take place no later than fourteen (14) days after the notice referred to in Clause 42.6(a) above; and

(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.

42.7 Intercreditor Agreement

This Clause 42 is subject to the terms of the Intercreditor Agreement.

43. Counterparts

Each Finance Document 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 of the Finance Document.

44. Confidentiality

44.1 Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 44.2 (Disclosure of Confidential Information) and Clause 44.3 (Disclosure to Numbering Service Providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

44.2 Disclosure of Confidential Information

Any Finance Party may disclose:

(a) to any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners, insurers, insurance brokers, providers of direct or indirect credit protection and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this Clause 44.2(a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

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(b) to any person:

(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent and, in each case, to any of that person's Affiliates, Representatives and professional advisers;

(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Representatives and professional advisers;

(iii) appointed by any Finance Party or by a person to whom Clause 44.2(b)(i) or 44.2(b)(ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under Clause Error! Reference source not found. (Relationship with the Lenders));

(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in Clause 44.2(b)(i) or 44.2(b)(ii) above;

(v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(vii) to any persons to whom or for whose benefit that Finance Party charges, assigns or otherwise creates a Security Interest (or may do so) pursuant to Clause 31.8 (Security over Lenders' Rights);

(viii) who is a Party; or

(ix) with the consent of the Borrower,

in each case, such Confidential Information as that Finance Party shall consider appropriate, if:

(A) in relation to paragraphs 0(i), 0(ii) and 0(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B) in relation to paragraph 0(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

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(C) in relation to paragraphs 0(v), 0(vi) and 0(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

in each case, such Confidential Information as that Finance Party shall consider appropriate;

(c) to any person appointed by that Finance Party or by a person to whom Clauses 44.2(b)(i) or 44.2(b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this Clause 44.2(c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party;

(d) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information; and

(e) any Confidential Information which is required to be publicised by applicable laws and regulations.

44.3 Disclosure to Numbering Service Providers

(a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Obligors the following information:

(i) names of Obligors (including any logos or trademarks of such Obligors);

(ii) country of domicile of Obligors;

(iii) place of incorporation of Obligors;

(iv) date of this Agreement;

(v) Clause 47 (Governing Law);

(vi) the names of the Agents and the Arrangers;

(vii) date of each amendment and restatement of this Agreement;

(viii) amount of, and name of, the Facility;

(ix) amount of Total Commitments;

(x) currency of the Facility;

(xi) type of the Facility;

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(xii) ranking of the Facility;

(xiii) Final Repayment Date for the Facility;

(xiv) changes to any of the information previously supplied pursuant to Clauses 44.3(a)(i) to 44.3(a)(xiii) above; and

(xv) such other information agreed between such Finance Party and the Borrower,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c) Each Obligor represents that none of the information set out in Clauses 44.3(a)(i) to 44.3(a)(xv) above is, nor will at any time be, unpublished price-sensitive information.

44.4 Disclosure for Statistical Purposes

Each Finance Party undertakes, upon request of the Borrower, to deliver such information as to the place where its participation in any outstanding Utilisation, or other Financial Indebtedness owed to such Finance Party, is beneficially held to the extent required to be delivered to any public authority in Denmark for statistical purposes.

44.5 Entire Agreement

This Clause 44 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

44.6 Inside Information

Each of the Finance Parties 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 inside dealing and market abuse and each of the Finance Parties undertakes not to use only Confidential Information for unlawful purpose.

44.7 Notification of Disclosure

Each of the Finance Parties agrees (to the extent permitted by applicable law and regulation) to inform the Borrower:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to Clause 44.2 (Disclosure of Confidential Information) if allowed by the applicable laws, regulations and internal compliance rules except where such disclosure is made to any of the persons referred to in that clause during the ordinary course of its supervisory or regulatory function; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 44 (Confidentiality).

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44.8 Continuing Obligations

The obligations in this Clause 44 (Confidentiality) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve (12) months from the earlier of:

(a) the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b) the date on which such Finance Party otherwise ceases to be a Finance Party.

45. Restriction on Debt Purchase Transaction

No Obligor shall, and each Obligor shall procure that no Group Member shall, enter into any Debt Purchase Transaction or beneficially own all or any part of the share capital of a company that is a Lender or a party to a Debt Purchase Transaction of the type referred to in paragraphs (b) or (c) of the definition of Debt Purchase Transaction.

46. Confidentiality of Funding Rates and Base Reference Bank Quotations

46.1 Confidentiality and disclosure

(a) The Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Agent, each Base Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.

(b) The Agent may disclose:

(i) any Funding Rate (but not, for the avoidance of doubt, any Base Reference Bank Quotation) to the relevant Borrower pursuant to Clause 8.4 (Notification of rates of interest); and

(ii) any Funding Rate or any Base Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender or Base Reference Bank, as the case may be.

(c) The Agent may disclose any Funding Rate or any Base Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:

(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Base Reference Bank Quotation is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Base Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;

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(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Base Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Base Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(iv) any person with the consent of the relevant Lender or Base Reference Bank, as the case may be.

(d) The Agent's obligations in this Clause 46 relating to Base Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 8.4 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Agent shall not include the details of any individual Base Reference Bank Quotation as part of any such notification.

46.2 Related obligations

(a) The Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Agent, each Base Reference Bank Quotation) is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not to use any Funding Rate or, in the case of the Agent, any Base Reference Bank Quotation for any unlawful purpose.

(b) The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Base Reference Bank, as the case may be:

(i) of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 46.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(ii) upon becoming aware that any information has been disclosed in breach of this Clause 46.

46.3 No Event of Default

No Event of Default will occur under Clause 29.4 (Other obligations) by reason only of an Obligor's failure to comply with this Clause 46.

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Section 12 Governing Law and Enforcement

47. Governing Law

This Agreement and any non-contractual obligations connected with it are governed by English law.

48. Enforcement

48.1 Jurisdiction of English Courts

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement or any non-contractual obligations connected with it (including a dispute regarding the existence, validity or termination of this Agreement) (a "Dispute").

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) This Clause 48.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

48.2 Service of Process

Without prejudice to any other mode of service allowed under any relevant law, each Obligor which is a Party (other than an Obligor incorporated in England and Wales):

(a) irrevocably appoints the person named in Schedule 1 (The Original Parties) or for an Additional Guarantor, in its relevant Accession Deed, as that Obligor's English process agent as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document;

(b) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned; and

(c) if any person appointed as process agent for an Obligor is unable for any reason to act as agent for service of process, that Obligor must immediately (and in any event within ten (10) days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose.

49. Patriot Act

Each Lender hereby notifies the Borrower and the Guarantors that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. Law 107-56 (signed into law October 26, 2001)) (as amended from time to time, the "USA PATRIOT Act") it may be required to obtain, verify and record information that identifies the Borrower and the Guarantors, including the names and addresses thereof and other information that allows each Lender to identify the Borrower and the Guarantors in accordance with the USA PATRIOT Act. The Borrower and the Guarantors shall provide such information and take such actions as are requested by any Lender to comply with the USA PATRIOT Act.

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

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Schedule 1

The Original Parties

Borrower

Name:	TORM A/S
Jurisdiction of incorporation	Denmark
Registration number (or equivalent, if any)	22460218
English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	Tuborg Havnevej 18, 2900 Hellerup, Denmark
Address for service of notices	Tuborg Havnevej 18 2900 Hellerup Denmark Fax: +45 39 17 93 80 Attention: Executive Management Email: man@torm.com

Original Guarantors

Name:	TORM A/S
Jurisdiction of incorporation	Denmark
Registration number (or equivalent, if any)	22460218
English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	Tuborg Havnevej 18, 2900 Hellerup, Denmark
Address for service of notices	Tuborg Havnevej 18 2900 Hellerup Denmark Fax: +45 39 17 93 80 Attention: Executive Management Email: man@torm.com

Name:	DK Vessel HoldCo GP ApS
Jurisdiction of incorporation	Denmark

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Registration number (or equivalent, if any)	34581444
English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	Tuborg Havnevej 18, 2900 Hellerup, Denmark
Address for service of notices	Tuborg Havnevej 18 2900 Hellerup Denmark Fax: +45 39 17 93 80 Attention: Executive Management Email: man@torm.com

Name:	DK Vessel HoldCo K/S
Jurisdiction of incorporation	Denmark
Registration number (or equivalent, if any)	34583439
English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	Tuborg Havnevej 18, 2900 Hellerup, Denmark
Address for service of notices	Tuborg Havnevej 18 2900 Hellerup Denmark Fax: +45 39 17 93 80 Attention: Executive Management Email: man@torm.com

Name:	VesselCo A ApS
Jurisdiction of incorporation	Denmark
Registration number (or equivalent, if any)	3458176
English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	Tuborg Havnevej 18, 2900 Hellerup, Denmark

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Address for service of notices Tuborg Havnevej 18 2900 Hellerup Denmark Fax: +45 39 17 93 80 Attention: Executive Management Email: man@torm.com

Name:	VesselCo C ApS
Jurisdiction of incorporation	Denmark
Registration number (or equivalent, if any)	34581827
English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	Tuborg Havnevej 18, 2900 Hellerup, Denmark
Address for service of notices	Tuborg Havnevej 18 2900 Hellerup Denmark Fax: +45 39 17 93 80 Attention: Executive Management Email: man@torm.com

Name:	VesselCo 1 K/S
Jurisdiction of incorporation	Denmark
Registration number (or equivalent, if any)	34583447
English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	Tuborg Havnevej 18, 2900 Hellerup, Denmark
Address for service of notices	Tuborg Havnevej 18 2900 Hellerup Denmark Fax: +45 39 17 93 80 Attention: Executive Management Email: man@torm.com

Name: VesselCo 3 K/S

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Jurisdiction of incorporation	Denmark
Registration number (or equivalent, if any)	34583463
English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	Tuborg Havnevej 18, 2900 Hellerup, Denmark
Address for service of notices	Tuborg Havnevej 18 2900 Hellerup Denmark Fax: +45 39 17 93 80 Attention: Executive Management Email: man@torm.com

Name:	VesselCo 7 Pte. Ltd.
Jurisdiction of incorporation	Singapore
Registration number (or equivalent, if any)	201214893W
English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	6 Battery Road #27 02, Singapore 049909
Address for service of notices	Tuborg Havnevej 18 2900 Hellerup Denmark Fax: +45 39 17 93 80 Attention: Executive Management Email: man@torm.com

Name:	VesselCo 6 Pte. Ltd.
Jurisdiction of incorporation	Singapore
Registration number (or equivalent, if any)	201214897C
English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	6 Battery Road #27 02, Singapore 049909

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Address for service of notices Tuborg Havnevej 18 2900 Hellerup Denmark   Fax: +45 39 17 93 80 Attention: Executive Management Email: man@torm.com

Name:	OCM (Gibraltar) Njord Midco Limited
Jurisdiction of incorporation	Gibraltar
Registration number (or equivalent, if any)	109714
English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	57/63 Line Wall Road, Gibraltar
Address for service of notices	Tuborg Havnevej 18 2900 Hellerup Denmark Fax: +45 39 17 93 80 Attention: Executive Management Email: man@torm.com CC: Oaktree Capital Management (UK) LLP 27 Knightsbridge London, SW1X 7LY United Kingdom

Name:	OCM Singapore Njord Holdings St.Michaelis Pte. Ltd
Jurisdiction of incorporation	Singapore
Registration number (or equivalent, if any)	201323866W
English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	3 Anson Road, #27-01, Springleaf Tower, Singapore 079909

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Address for service of notices Tuborg Havnevej 18 2900 Hellerup Denmark Fax: +45 39 17 93 80 Attention: Executive Management Email: man@torm.com   CC: Oaktree Capital Management (UK) LLP 27 Knightsbridge London, SW1X 7LY United Kingdom

Name:	OCM Singapore Njord Holdings St. Gabriel Pte. Ltd
Jurisdiction of incorporation	Singapore
Registration number (or equivalent, if any)	201323872G
English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	3 Anson Road, #27-01, Springleaf Tower, Singapore 079909
Address for service of notices	Tuborg Havnevej 18 2900 Hellerup Denmark Fax: +45 39 17 93 80 Attention: Executive Management Email: man@torm.com CC: Oaktree Capital Management (UK) LLP 27 Knightsbridge London, SW1X 7LY United Kingdom

Name:	OCM Singapore Njord Holdings Hardrada, Pte. Ltd
Jurisdiction of incorporation	Singapore
Registration number (or equivalent, if any)	201313503G
English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England

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Registered office	3 Anson Road, #27-01, Springleaf Tower, Singapore 079909
Address for service of notices	Tuborg Havnevej 18 2900 Hellerup Denmark Fax: +45 39 17 93 80 Attention: Executive Management Email: man@torm.com CC: Oaktree Capital Management (UK) LLP 27 Knightsbridge London, SW1X 7LY United Kingdom

Name:	OCM Singapore Njord Holdings Agnete, Pte. Ltd
Jurisdiction of incorporation	Singapore
Registration number (or equivalent, if any)	201334081G
English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	3 Anson Road, #27-01, Springleaf Tower, Singapore 079909
Address for service of notices	Tuborg Havnevej 18 2900 Hellerup Denmark Fax: +45 39 17 93 80 Attention: Executive Management Email: man@torm.com CC: Oaktree Capital Management (UK) LLP 27 Knightsbridge London, SW1X 7LY United Kingdom

Name:	OCM Singapore Njord Holdings Alice, Pte. Ltd
Jurisdiction of incorporation	Singapore
Registration number (or equivalent, if any)	201311928M

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English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	3 Anson Road, #27-01, Springleaf Tower, Singapore 079909
Address for service of notices

Name:	OCM Singapore Njord Holdings Alexandra, Pte. Ltd
Jurisdiction of incorporation	Singapore
Registration number (or equivalent, if any)	201334072E
English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	3 Anson Road, #27-01, Springleaf Tower, Singapore 079909
Address for service of notices	Tuborg Havnevej 18 2900 Hellerup Denmark Fax: +45 39 17 93 80 Attention: Executive ManagementEmail: man@torm.com CC: Oaktree Capital Management (UK) LLP27 KnightsbridgeLondon, SW1X 7LY United Kingdom

Name:	OCM Singapore Njord Holdings Almena, Pte. Ltd
Jurisdiction of incorporation	Singapore
Registration number (or equivalent, if any)	201311937N
English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	3 Anson Road, #27-01, Springleaf Tower, Singapore 079909

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  Address for service of notices Tuborg Havnevej 18 2900 Hellerup Denmark Fax: +45 39 17 93 80 Attention: Executive Management Email: man@torm.com   CC: Oaktree Capital Management (UK) LLP 27 Knightsbridge London, SW1X 7LY United Kingdom

Original Lenders

Name	Danske Bank A/S
Commitment US$34,686,015.15	Holmens Kanal 2-12 1092 Copenhagen K, Denmark Fax: +45 45 12 8722 Attention: Christian Roed Christensen Email: loanagency@danskebank.com
Name	Skandinaviska Enskilda Banken AB (publ)
Commitment US$9,990,364.65	Skandinaviska Enskilda Banken AB Shipping Finance, GÖH533 SE-405 04 Gothenburg Sweden Fax: +46 31 621201 Attn: Egil Aarrestad and Monica Wendesten Email: egil.aarrestad@seb.no andmonica.wendesten@seb.se
Name	DBS Bank Limited
Commitment US$8,303,565.97	12 Marina Boulevard, Level 46, Marina Bay Financial Centre Tower 3, Singapore 018982 Fax: +65 6324 4127 Attn: Allan Goh Email: allan@dbs.com

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Name	HSH Nordbank AG
Commitment US$18,233,408.44	HSH Nordbank AG Special Loans Gerhart-Hauptmann-Platz 50 20095 Hamburg Fax: +49 40 3333 610219 Attention: Nicole Juncker Email: nicole.juncker@hsh-nordbank.com
Name	The Hongkong and Shanghai Banking Corporation Limited
Commitment US$3,786,645.79	21 Collyer Quay, HSBC Building, Level 15, Singapore 049320 Fax: + 65 6424 4815 Attention: Mr Wilson Tan / Mr John Lazarus Email: wilsontan@hsbc.com.sg /john.lazarus@hsbc.com.sg

The Agent

Name	Danske Bank A/S
Facility Office, address, fax number and attention details for notices and account details for payments	Loan Agency Holmens Kanal 2-12 1092 Copenhagen K, Denmark Fax: +45 45 12 8722 Attention: Christian Roed Christensen Email: loanagency@danskebank.com
	Account details for payments:
	Pay to: [Account Details] Swift No: Account No:  For Account of:  Swift No:  Reference:

The Security Agent

Name Danske Bank A/S

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Facility Office, address, fax number and attention details for notices and account details for payments Loan Agency Holmens Kanal 2-12 1092 Copenhagen K, Denmark Fax: +45 45 12 8722 Attention: Christian Roed Christensen Email: loanagency@danskebank.com Account details for payments:   Pay to: [Account Details] Swift No: Account No: For Account of: Swift No: Reference:

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Schedule 2

Mortgaged Vessel Information

No.	Mortgaged Vessel Name	Registered Owner	Type	Flag and Port of Registry	IMO Number	Initial Security Value
1.	Torm Anholt	VesselCo 7 Pte. Ltd.	Steel Tanker	Singapore	9300556	$11,580,000
2.	Torm Bornholm	VesselCo 7 Pte. Ltd.	Steel Bulk Tanker	Singapore	9287132	$11,580,000
3.	Torm Camilla	VesselCo 3 K/S	Product / Oil / Chemical Tanker	Denmark, Copenhagen	9263693	$15,750,000
4.	Torm Carina	VesselCo 3 K/S	Product / Oil / Chemical Tanker	Denmark, Copenhagen	9263708	$15,750,000
5.	Torm Caroline	VesselCo 3 K/S	Product / Oil / Chemical Tanker	Denmark, Copenhagen	9262091	$14,670,000
6.	Torm Cecilie	VesselCo 3 K/S	Product / Oil / Chemical Tanker	Denmark, Copenhagen	9215103	$13,500,000
7.	Torm Charente	VesselCo 3 K/S	Product / Oil / Chemical Tanker	Denmark, Copenhagen	9230854	$11,170,000
8.	Torm Clara	VesselCo 3 K/S	Product / Oil / Chemical Tanker	Denmark, Copenhagen	9215098	$12,420,000
9.	Torm Emilie	VesselCo 3 K/S	Product Tanker	Denmark, Copenhagen	9277785	$23,170,000
10.	Torm Estrid	VesselCo 3 K/S	Product Tanker	Denmark, Copenhagen	9277723	$23,170,000
11.	Torm Fox	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9302114	$16,330,000
12.	Torm Garonne	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9288930	$15,330,000
13.	Torm Gudrun	VesselCo 1 K/S	Product Engine Tanker	Denmark, Copenhagen	9199127	$15,420,000
14.	Torm Gyda	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9425502	$21,920,000
15.	Torm Horizon	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9283710	$17,000,000
16.	Torm Ismini	VesselCo 3 K/S	Product Tanker	Denmark, Copenhagen	9277797	$23,170,000
17.	Torm Kansas	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9290646	$19,580,000

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18.	Torm Kristina	VesselCo 1 K/S	Oil Tanker	Denmark, Copenhagen	9169512	$14,420,000
19.	Torm Laura	VesselCo 1 K/S	Oil / Chemical Tanker	Denmark, Copenhagen	9375616	$22,500,000
20.	Torm Lene	VesselCo 1 K/S	Chemical Tanker	Denmark, Copenhagen	9390769	$22,500,000
21.	Torm Lilly	VesselCo 3 K/S	Oil / Chemical Tanker	Denmark, Copenhagen	9392470	$23,920,000
22.	Torm Loire	VesselCo 3 K/S	Product / Oil / Chemical Tanker	Denmark, Copenhagen	9282986	$15,330,000
23.	Torm Lotte	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9392468	$23,920,000
24.	Torm Louise	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9392482	$23,920,000
25.	Torm Madison	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9212383	$10,170,000
26.	Torm Maren	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9358400	$36,750,000
27.	Torm Marina	VesselCo 3 K/S	Oil Tanker	Norway, Oslo	9319698	$33,920,000
28.	Torm Mathilde	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9358412	$36,750,000
29.	Torm Moselle	VesselCo 3 K/S	Product / Oil / Chemical Tanker	Denmark, Copenhagen	9254240	$14,750,000
30.	Torm Neches	VesselCo 7 Pte. Ltd.	Steel Tanker	Singapore	9221671	$11,580,000
31.	Torm Ohio	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9234678	$11,750,000
32.	Torm Platte	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9290660	$19,580,000
33.	Torm Republican	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9290658	$19,580,000
34.	Torm Rhone	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9215086	$10,170,000
35.	Torm Rosetta	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9254070	$14,750,000
36.	Torm San Jacinto	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9247778	$13,670,000
37.	Torm Saone	VesselCo 3 K/S	Product / Oil / Chemical Tanker	Denmark, Copenhagen	9295323	$15,330,000
38.	Torm Sara	VesselCo 6 Pte. Ltd.	Steel Tanker	Singapore	9273260	$21,080,000

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39.	Torm Signe	VesselCo 6 Pte. Ltd.	Steel Tanker	Singapore	9290957	$25,330,000
40.	Torm Sofia	VesselCo 6 Pte. Ltd.	Steel Tanker	Singapore	9295086	$25,330,000
41.	Torm Tevere	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9302126	$16,330,000
42.	Torm Thames	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9318333	$18,830,000
43.	Torm Trinity	VesselCo 1 K/S	Oil / Chemical Tanker	Denmark, Copenhagen	9212395	$10,170,000
44.	Torm Venture	VesselCo 1 K/S	Oil Products Tanker	Norway, Oslo	9307798	$27,170,000
45.	Njord Thyra	OCM Singapore Njord Holdings St.Michaelis Pte. Ltd	Oil Tanker	Singapore	9304588	$18,500,000
46.	Njord Eric	OCM Singapore Njord Holdings St. Gabriel Pte. Ltd	Oil / Chemical Tanker	Singapore	9304590	$20,080,000
47.	Torm Hardrada	OCM Singapore Njord Holdings Hardrada, Pte. Ltd	Oil Tanker	Singapore	9344007	$20,000,000
48.	Torm Agnete	OCM SingaporeNjord Holdings Agnete, Pte. Ltd	Oil / Chemical Tanker	Singapore	9466013	$24,920,000
49.	Torm Alice	OCM Singapore Njord Holdings Alice, Pte. Ltd	Oil / Chemical Tanker	Singapore	9465966	$24,920,000
50.	Torm Alexandra	OCM Singapore Njord Holdings Alexandra, Pte. Ltd	Oil / Chemical Tanker	Singapore	9466001	$24,920,000
51.	Torm Almena	OCM Singapore Njord Holdings Almena, Pte. Ltd	Oil / Chemical Tanker	Singapore	9465980	$24,920,000

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Schedule 3

Conditions Precedent

Part 1

Conditions Precedent to Delivery of a Utilisation Request

1. Borrower's Corporate Documents

(a) A copy of the Constitutional Documents of the Borrower.

(b) A copy of a resolution of the board of directors of the Borrower:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute such Finance Documents;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents.

(d) A certificate of the Borrower (signed on behalf of the Borrower by a director of the Borrower) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security or similar limit binding on the Borrower to be exceeded.

(e) A copy of any power of attorney under which any person is to execute any of the Finance Documents on behalf of the Borrower.

(f) A certificate of an authorised signatory of the Borrower certifying that each copy document relating to it specified in paragraphs (a) to (e) above is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement and that any such resolutions or power of attorney have not been revoked.

(g) A copy, certified by a director of the Borrower signing on behalf of the Borrower, to be a true copy of the Original Financial Statements and Forecast of the Borrower.

2. Original Guarantors

(a) A copy of the Constitutional Documents of each Original Guarantor and the share register of each Original Guarantor.

(b) A copy of a resolution of the board of directors of each Original Guarantor (or any committee of such board empowered to approve and authorise the following matters):

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute such Finance Documents;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;

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(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

(iv) authorising the Borrower to act as its agent in connection with the Finance Documents.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents.

(d) If applicable, a copy of a resolution of the board of directors of the relevant company, establishing any committee referred to in paragraph (b) above and conferring authority on that committee.

(e) If required, a copy of a resolution signed by all the holders of the issued shares in each Original Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which such Original Guarantor is a party.

(f) A certificate of each Original Guarantor (signed by a director of such Original Guarantor on behalf of such Original Guarantor) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security or similar limit binding on such Original Guarantor to be exceeded.

(g) A copy of any power of attorney under which any person is to execute any of the Finance Documents on behalf of any Original Guarantor.

(h) A certificate of an authorised signatory of each Original Guarantor certifying that each copy document relating to it specified in paragraphs (a) through (g) above is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement and that any such resolutions or power of attorney have not been revoked.

3. "Know Your Customer" Information

Such documentation and information as any Finance Party may reasonably request through the Agent to comply with "know your customer" or similar identification procedures under all laws and regulations applicable to that Finance Party.

4. Transaction Documents

(a) This Agreement executed by the Borrower.

(b) The Fee Letter executed by the Borrower.

5. Term Facility

(a) A copy (certified by a director of the Borrower signing on behalf of the Borrower) of each Term Facility Finance Document and confirmation that all conditions precedent to the drawdown of the Term Facility have been (or will on the Initial Borrowing Date be) satisfied in full or waived.

(b) A certificate of the Borrower (signed by a director of the Borrower signing on behalf of the Borrower) certifying that Term Loan Commitments in an aggregate principal amount of US$ 560,725,192.45 have become available under the Term Facility.

6. Charter Documents

A copy of the Bareboat Charter and any Charter Document relating to the Existing Charter Agreements of each Mortgaged Vessel, each certified by a director of the Borrower (signing

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on behalf of the Borrower) to be a true and complete copy and to be current and valid (including, to the extent not in the English language, a translation thereof).

7. Other Documents and Evidence

(a) Evidence that any process agent referred to in Clause 48.2 (Service of Process) or any other Finance Document to be entered into on or before the first Utilisation Date has accepted its appointment.

(b) A copy of any other Authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

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Part 2

Conditions Precedent to First Utilisation

1. Finance Documents

(a) The Mortgage in respect of each Mortgaged Vessel duly executed by the relevant Owner.

(b) The General Assignment in respect of each Mortgaged Vessel duly executed by the relevant Owner and the Bareboat Charterer.

(c) Duly executed notices of assignment of those notices and acknowledgements thereof as required by any of the above Security Documents.

(d) The Share Security duly executed by the relevant Shareholders, together with all letters, notices, transfers, certificates and other documents required to be delivered under such Share Security.

2. Mortgaged Vessels

(a) Evidence that each of the Mortgaged Vessels:

(i) is legally and beneficially owned by the relevant Owner and registered in the name of the relevant Owner through the relevant Registry as a ship under the laws and flag of the relevant Flag State; and

(ii) is classed with the relevant Classification free of all overdue requirements and recommendations of the relevant Classification Society.

3. Mortgage Registration

Evidence that the Mortgage in respect of each Mortgaged Vessel has been registered against the relevant Mortgaged Vessel at the relevant Registry under the laws and flag of the relevant Flag State as a first priority or preferred mortgage over such Mortgaged Vessel.

4. Insurance

In relation to each of the Insurances relating to each Mortgaged Vessel:

(a) an opinion from insurance consultants appointed by the Agent in respect of such Insurances;

(b) evidence that such Insurances have been placed in accordance with Clause 24 (Insurance) (including as regards coverage and amounts); and

(c) evidence that approved brokers, insurers and/or associations have issued or will issue letters of undertaking in favour of the Security Agent in an approved form in relation to the Insurances.

5. ISM and ISPS Code

Copies of:

(a) the document of compliance issued in accordance with the ISM Code to the person who is the operator of the relevant Mortgaged Vessel for the purposes of that code;

(b) the safety management certificate in respect of the relevant Mortgaged Vessel issued in accordance with the ISM Code; and

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(c) the international ship security certificate in respect of the relevant Mortgaged Vessel issued under the ISPS Code,

in each case, together with a certificate of the chief financial officer of the Borrower or relevant Owner (signing on behalf of the Borrower or the relevant Owner, as applicable) confirming that each copy is a true and complete copy of such document and is current and valid.

6. Value of Security

Valuations acceptable to the Agent showing that the Security Value will be not less than 125% of the aggregate amount of the sum of the Term Loan and the aggregate Commitments upon the making of the relevant Utilisation.

7. Initial Loan to Value

Evidence that as at the Initial Borrowing Date the sum of the aggregate Total Commitments and the aggregate Term Loan Commitments shall not be more than sixty-five per cent. (65%) of the sum of the Initial Security Value.

8. Fees and Expenses

Evidence that the fees, commissions, costs and expenses that are due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been paid or will be paid by the relevant Utilisation Date.

9. Bank Accounts

Evidence that any Account required to be established under Clause 26 (Bank Accounts) has been opened and established and designated as an "Earnings Account" pursuant to the provisions of Clause 26.2(a) (Other Provisions).

10. Jurisdiction

Details of each Group Member's jurisdiction or tax residency or centre of establishment on or immediately prior to the date of this Agreement.

11. Solvency Certificate

A solvency certificate (in a form and substance acceptable to the Agent) from the chief financial officer of the Borrower (signing on behalf of the Borrower) (in relation to all of the Obligors) and of each of the Obligors (other than the Borrower) (signing on behalf of such Obligors), on an individual basis, confirming that as a result of entering into, and performing their obligations under, the Finance Documents, (a) none of the Obligors on an individual basis are insolvent, or would, upon entry into of the relevant Finance Documents, become the subject of insolvency or analogous proceedings and (b) the Group is not, and will not become insolvent or the subject of insolvency or analogous proceedings.

12. Legal Opinions

(a) A legal opinion of White & Case LLP, addressed to the Arrangers and the Agent, in respect of matters of English law, substantially in the form approved by the Agent (acting on the instructions of the Lenders).

(b) A legal opinion of the legal advisers to the Arrangers and the Agent in each jurisdiction in which an Obligor is incorporated and/or which is or is to be the Flag State of a Mortgaged Vessel, and/or of each jurisdiction relevant to the Security Documents, each substantially in the form approved by the Agent (acting on the instructions of the Lenders).

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13. Existing Financing

(a) Evidence satisfactory to the Agent, that all Existing Indebtedness has been, or will be, on the first Utilisation Date, repaid in full (including all principal, interest and any break costs payable in connection therewith) and that all guarantees in connection with such Existing Indebtedness and all Security Interests over any of the Mortgaged Vessels which are not Permitted Security Interests, have been or will, on such Utilisation be released and/or discharged.

(b) Evidence satisfactory to the Agent that a suitable closing and repayment process is in place in connection with the repayment and discharge in full of the Existing Indebtedness.

14. Purchase Agreement

On the Initial Borrowing Date and concurrently with the incurrence of the Term Loans, evidence that the Borrower has received proceeds in an amount not less than US$17,000,000 from OCM Njord Holdings S. à r.l. pursuant to that certain Share Purchase Agreement dated on or around the date of this Agreement between OCM Njord Holdings S.à r.l. and the Borrower concerning certain shares in Danmarks Skibskredit A/S.

15. Other Documents and Evidence

(a) Evidence that any process agent referred to in any other Finance Document to be entered into on or before the first Utilisation Date has accepted its appointment.

(b) A copy of any other Authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

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Part 3

Conditions Precedent required to be delivered by an Additional Guarantor

1. An Accession Deed executed by the Additional Guarantor.

2. A copy of the Constitutional Documents of the Additional Guarantor and a certificate of good standing (to the extent applicable in the jurisdiction of incorporation of the Additional Guarantor) and the share register of the Additional Guarantor.

3. A copy of a resolution of the board of directors of the Additional Guarantor (or any committee of such board empowered to approve and authorise the following matters):

(a) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute such Finance Documents;

(b) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

(d) authorising the Borrower to act as its agent in connection with the Finance Documents.

4. If applicable, a copy of a resolution of the board of directors of the relevant company, establishing any committee referred to in paragraph 3 above and conferring authority on that committee.

5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above in relation to the relevant Finance Documents and related documents.

6. If required, a copy of a resolution signed by all the holders of the issued shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.

7. If required, a copy of a resolution of the board of directors of each corporate shareholder of the Additional Guarantor approving the terms of the resolution referred to in paragraph 6 above.

8. A certificate of the Additional Guarantor (signed on behalf of the Additional Guarantor by a director of the Additional Guarantor) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security or similar limit binding on the Additional Guarantor to be exceeded.

9. A copy of any power of attorney under which any person is to execute any of the Finance Documents on behalf of any Additional Guarantor.

10. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document relating to it specified in paragraphs 1 through 9 above is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement and that any such resolutions or power of attorney have not been revoked.

11. A certificate from an officer of the Additional Guarantor (signing on behalf of such Additional Guarantor) that no consents, authorisations, licences or approvals are necessary for the Additional Guarantor to guarantee and/or grant security for the borrowing by the

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Borrower of the Loans pursuant to this Agreement and execute, deliver and perform any other Finance Document to which the Additional Guarantor is a party.

12. A copy of any other Authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by the Accession Deed or for the validity and enforceability of any Finance Document.

13. A legal opinion of White & Case LLP, addressed to the Arrangers and the Agent, in respect of matters of English law, substantially in the form approved by the Agent (acting on the instructions of the Lenders) prior to signing the Accession Deed.

14. A legal opinion of the legal advisers to the Arrangers and the Agent in each jurisdiction in which an Additional Guarantor is incorporated and/or which is or is to be the Flag State of a Mortgaged Vessel relating to that Additional Guarantor, and/or of each jurisdiction relevant to the Security Documents to which that Additional Guarantor is a party, each substantially in the form approved by the Agent (acting on the instructions of the Lenders) prior to signing the Accession Deed.

15. Evidence that any process agent referred to in Clause 48.2 (Service of Process) has accepted its appointment in relation to the Additional Guarantor.

16. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor.

17. Any notices or documents required to be given or executed under the terms of those security documents.

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Schedule 4

Form of Utilisation Request

From:	TORM A/S
To:	[●]
Dated:	[●] 2015

Dear Sirs

US$75,000,000 Working Capital Facility Agreementdated [●] 2015 (the "Agreement")

1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow a Loan on the following terms:

Proposed Utilisation Date:          [●] (or, if that is not a Business Day, the next Business Day)

Amount:          US$ [●]

Interest Period:          [●]

3. We confirm that each condition specified in Clause 4.3 (Further Conditions Precedent) is satisfied or waived on the date of this Utilisation Request.

4. [This Loan is to be made in [whole]/[part] for the purposes of refinancing [identify maturing Loan].]/[The proceeds of this Loan should be credited to [●] [specify account].]

5. The Repeating Representations, (being each of the representations and warranties set out in Clauses 18.1 (Status) to and including Clause 18.6 (Governing Law and Enforcement) (except for those contained in Clause 18.2 (Binding Obligations) to the extent that the circumstances giving rise to a misrepresentation as a result of the repetition of Clause 18.2 (Binding Obligations) also constitute an Event of Default under Clause 29.11 (Unlawfulness and Invalidity)) are correct at the date of this Utilisation Request.

Yours faithfully

Authorised Signatory for

TORM A/S

_____________________________

[●]

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Schedule 5

Form of Transfer Certificate

To:	[●] as Agent and [●] as Security Agent
From:	[The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender")

Dated:

US$75,000,000 Working Capital Facility Agreementdated [●] 2015 (the "Facility Agreement")

1. We refer to the Facility Agreement and to the Intercreditor Agreement (as defined in the Facility Agreement). This agreement (the "Agreement") shall take effect as a Transfer Certificate for the purpose of the Facility Agreement and as a Creditor Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2. We refer to Clause 31.5 (Procedure for Transfer):

(a) The Existing Lender and the New Lender agree to the Existing Lender assigning to the New Lender all or part of the Existing Lender's Commitment rights and assuming the Existing Lender's obligations referred to in the Schedule in accordance with Clause 31.5 (Procedure for Transfer) and the Existing Lender assigns and agrees to assign such rights to the New Lender with effect from the Transfer Date

(b) The proposed Transfer Date is [●].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 38.2 (Addresses) are set out in the Schedule.

3. The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 31.4(c) (Limitation of Responsibility of Existing Lenders).

4. The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a) [a Qualifying Lender (other than a Treaty Lender);]

(b) [a Treaty Lender;]

(c) [not a Qualifying Lender].¹

(d) [The New Lender acknowledges the provisions of Clause 12 of the Agreement and in particular that if it is not a Qualifying Lender it will not be entitled to any increased payment under 12.2(c) of the Agreement by reason of a Tax Deduction on account of Tax, as more particularly set out in Clause 12.2(d) and other provisions of Clause 12.]

5. We refer to clause 14 (Changes to the Parties) of the Intercreditor Agreement. In consideration of the New Lender being accepted as a Senior Lender for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Intercreditor Agreement as a Senior Lender, and undertakes to perform all the obligations expressed in the

¹ Delete as applicable - each New Lender is required to confirm which of these three categories it falls within.

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Intercreditor Agreement to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.

6. 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 of this Agreement.

7. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

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

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities

162

The Schedule

Commitment/rights to be assigned and obligations to be assumed

[insert relevant details]

Facility Office address, fax number

and attention details for notices and account details for payments

[insert relevant details]

[Existing Lender]

______________________________

By:

[New Lender]

_______________________________________

By:

This Agreement is accepted as a Transfer Certificate for the purposes of the Facility Agreement by the Agent, and as a Creditor Accession Undertaking for the purposes of the Intercreditor Agreement by the Security Agent, and the Transfer Date is confirmed to be as stated above.

[Agent]

_______________________________________

By:

[Security Agent]

_______________________________________

163

Schedule 6

Form of Assignment Agreement

To:	[●] as Agent, [●] as Security Agent and [●] as Borrower, for and on behalf of each Obligor
From:	[The Existing Lender] (the "Existing Lender") and [the New Lender] (the "New Lender")
Dated:

US$75,000,000 Working Capital Facility Agreement dated [●] 2015 (the "Facility Agreement")

1. We refer to the Facility Agreement and to the Intercreditor Agreement (as defined in the Facility Agreement). This is an Assignment Agreement. This agreement (the "Agreement") shall take effect as an Assignment Agreement for the purpose of the Facility Agreement and as a Creditor Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2. We refer to Clause 31.6 (Procedure for Assignment) of the Facility Agreement:

(a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Facility Agreement, the other Finance Documents and in respect of the Security Documents which correspond to that portion of the Existing Lender's Commitment(s) and participations in Utilisations under the Facility Agreement as specified in the Schedule.

(b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitment(s) and participations in Utilisations under the Facility Agreement specified in the Schedule.

(c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

3.          The proposed Transfer Date is [●].

4.          On the Transfer Date the New Lender becomes:

(a) A party to the relevant Finance Documents (other than the Intercreditor Agreement) as a Lender;

(b) A party to the Intercreditor Agreement as Senior Lender (as defined in the Intercreditor Agreement).

5. The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 38.2 (Addresses) of the Facility Agreement are set out in the Schedule.

6. The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 31.4(c) (Limitation of Responsibility of Existing Lenders) of the Facility Agreement.

7. The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a) [a Qualifying Lender (other than a Treaty Lender);]

164

(b) [a Treaty Lender;]

(c) [not a Qualifying Lender].²

(d) [The New Lender acknowledges the provisions of Clause 12 of the Agreement and in particular that if it is not a Qualifying Lender it will not be entitled to any increased payment under 12.2(c) of the Agreement by reason of a Tax Deduction on account of Tax, as more particularly set out in Clause 12.2(d) and other provisions of Clause 12.]

8. We refer to clause 14 (Changes to the Parties) of the Intercreditor Agreement. In consideration of the New Lender being accepted as a Lender for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Intercreditor Agreement as a Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.

9. This Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 31.7 (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower) of the Facility Agreement, to the Borrower (on behalf of each Obligor) of the assignment referred to in this Agreement.

10. 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 of this Agreement.

11. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

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

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

² Delete as applicable - each New Lender is required to confirm which of these three categories it falls within.

165

The Schedule

Commitment/rights and obligations to be transferred by assignment, release and accession

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Existing Lender]

}
	By:

[New Lender]

}
	By:

This Agreement is accepted as an Assignment Agreement for the purposes of the Facility Agreement by the Agent, and as a Creditor Accession Undertaking for the purposes of the Intercreditor Agreement by the Security Agent, and the Transfer Date is confirmed as [●].

Signature of this Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to in this Agreement, which notice the Agent receives on behalf of each Finance Party.

[Agent]

}
	By:

[Security Agent]

}
	By:

166

Schedule 7 Form of Compliance Certificate

To:	[●]
From:	TORM A/S
Dated:	[●]

Dear Sirs

US$75,000,000 Working Capital Facility Agreementdated [●] 2015 (the "Agreement")

1. I/We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2. I/We confirm that with respect to the financial quarter ending [30 June][31 December] of the Group:

(a) Minimum Liquidity: The Minimum Liquidity is US$[●]; [Requirement: Minimum Liquidity to be at least:

(i) for the period from the date of the Agreement to and including [●]^3,  fifty million dollars (US$50,000,000); and

(ii) thereafter, the greater of (x) fifty million dollars (US$50,000,000) and (y) five per cent. (5%) of the Group's Total Debt.

provided that at all times at least twenty million dollars (US$20,00,000) of minimum liquidity shall be composed of Cash and Cash Equivalents.

(b) Equity Ratio: The Equity Ratio is [●]. [Requirement: Equity Ratio shall not be less than twenty-five per cent. (25%)]

3. [I/We confirm that the Security Value is greater than the Minimum Value under the latest valuations of each Mortgaged Vessel obtained in accordance with Clause 25 (Minimum Security Value).]

4. I/We confirm that

(a) the aggregate exposure of the Group under any charter arrangements for vessels owned by third parties as per [30 June/31 December] [year] is US$ [●].

(b) the aggregate exposure of the Group under Forward Freight Agreements entered into under Clause 27.1(c) as per [30 June/31 December] [year] is US$ [●].

5. [I/We confirm that no Event of Default is continuing.] [If this statement cannot be made, the certificate should identify any Event of Default that is continuing and the steps, if any, being taken to remedy it.]

Signed by:

_________________________________

³ Date to be six (6) months after Initial Borrowing Date.

167

[Finance Director] [Chief Financial Officer] on behalf of Torm A/S

168

Schedule 8

Form of Increase Confirmation

To:	[●] as Agent and [●] as Security Agent and TORM A/S
From:	[the Increase Lender] (the Increase Lender)
Dated:	[●]

US$[●] Term Facility Agreementdated [●] 2015 (the "Facility Agreement")

1. We refer to the Facility Agreement and to the Intercreditor Agreement (as defined in the Facility Agreement). This agreement (the "Agreement") shall take effect as an Increase Confirmation for the purpose of the Facility Agreement and as a Creditor Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2. We refer to Clause 2.2 (Increase) of the Facility Agreement.

3. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the "Relevant Commitment") as if it was an Original Lender under the Facility Agreement.

4. The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the "Increase Date") is [●].

5. On the Increase Date, the Increase Lender becomes:

(a) party to the relevant Finance Documents (other than the Intercreditor Agreement) as a Lender; and

(b) party to the Intercreditor Agreement as a Senior Lender (as defined in the Intercreditor Agreement).

6. The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 38.2 (Addresses) are set out in the Schedule.

7. The Increase Lender expressly acknowledges the limitations on the Lenders' obligations referred to in Clause 2.2(g) (Increase).

8. The Increase Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a) [a Qualifying Lender (other than a Treaty Lender);]

(b) [a Treaty Lender;]

(c) [not a Qualifying Lender].⁴

⁴ Delete as applicable - each New Lender is required to confirm which of these three categories it falls within.

169

9. We refer to clause 14 (Changes to the Parties) of the Intercreditor Agreement. In consideration of the New Lender being accepted as a Senior Lender for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Intercreditor Agreement as a Senior Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.

10. 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 of this Agreement.

11. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

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

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

170

The Schedule

Relevant Commitment/rights and obligations to be assumed by the Increase Lender

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Increase Lender]

______________________________

By:

By:

This Agreement is accepted as an Increase Confirmation for the purposes of the Facility Agreement by the Agent and as a Creditor Accession Undertaking for the purposes of the Intercreditor Agreement by the Security Agent and the Increase Date is confirmed as confirmed as [●].

Agent

(on behalf of itself and the other Finance Parties)

______________________________

By:

Security Agent

(on behalf of itself and the other Finance Parties)

______________________________

By:

TORM A/S

______________________________

By:

171

Schedule 9

Approved Existing Indebtedness

None.

172

Schedule 10

Form of Accession Deed

To:	[●] (as Agent) and [●] (as Security Agent)
From:	[Acceding Guarantor]
Dated:

Dear Sirs

TORM A/S
US$75,000,000 Working Capital Facility Agreement
Dated [●] 2015 (the "Facility Agreement")

1. We refer to the Facility Agreement and to the Intercreditor Agreement. This deed (the "Accession Deed") shall take effect as an Accession Deed for the purposes of the Facility Agreement and as a Debtor Accession Deed for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facility Agreement have the same meaning in paragraphs 1-[3]/[4] of this Accession Deed unless given a different meaning in this Accession Deed.

2. [●] agrees to become a Guarantor and to be bound by the terms of the Agreement as a Guarantor, including Clause 17.4 (Waiver of Defences). [●] is a company duly incorporated under the laws of [●].

3. [●] administrative details are as follows:

Address:	[●]
Fax No:	[●]
Attention:	[●]

4. We confirm that no Default is continuing or would occur as a result of [] becoming a Guarantor.

5. [Subsidiary] (for the purposes of this paragraph 5, the "Acceding Debtor") intends to give a guarantee, indemnity or other assurance against loss in respect of liabilities under the Facility Agreement

IT IS AGREED as follows:

(a) Terms defined in the Intercreditor Agreement shall, unless otherwise defined in this Accession Deed, bear the same meaning when used in this paragraph 5.

(b) The Acceding Debtor and the Security Agent agree that the Security Agent shall hold:

(i) [any Security Interest in respect of Liabilities created or expressed to be created pursuant to the Relevant Documents;

(ii) all proceeds of that Security Interest; and]

(iii) all obligations expressed to be undertaken by the Acceding Debtor to pay amounts in respect of the Liabilities to the Security Agent as trustee for the Secured Parties (in the Relevant Documents or otherwise) and secured by the Transaction Security together with all representations and warranties expressed to be given by the Acceding Debtor (in the Relevant Documents or otherwise) in favour of the Security Agent as trustee for the Secured Parties,

173

on trust for the Secured Parties on the terms and conditions contained in the Intercreditor Agreement.

(c) The Acceding Debtor confirms that it intends to be party to the Intercreditor Agreement as a Debtor, undertakes to perform all the obligations expressed to be assumed by a Debtor under the Intercreditor Agreement and agrees that it shall be bound by all the provisions of the Intercreditor Agreement as if it had been an original party to the Intercreditor Agreement.

(d) [In consideration of the Acceding Debtor being accepted as an Intra Group Lender for the purposes of the Intercreditor Agreement, the Acceding Debtor also confirms that it intends to be party to the Intercreditor Agreement as an Intra Group Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by an Intra Group Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement].

6. The limitations set forth herein shall apply mutatis mutandis to any security created by [●] under the Security Documents and to any guarantee, indemnity, any similar obligation resulting in a payment obligation and payment, including but not limited to set-off, pursuant to this Agreement and made by [●].

7. This Accession Deed and any non-contractual obligations connected with it are governed by English law.

8. [For Guarantors incorporated outside of England and Wales: For the purposes of Clause 48.2 (Service of process) of the Agreement [●] appoints [●] of [●] as its English process agent.

9. This Accession Deed shall be considered a Finance Document.

10. The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Accession Deed or any non-contractual obligations connected with it (including a dispute regarding the existence, validity or termination of this Accession Deed) (a Dispute).

11. The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

12. Paragraphs 10 and 11 are for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

12. This Accession Deed has been executed as a deed by [●] and is delivered on the date stated above.

[●]

_______________________________

By:          [●]

Date:       [●]

[to be executed as a deed under the relevant local law requirements]

174

This Accession Deed is accepted

by the Agent on behalf of itself

and the other Finance Parties.

[●]
By:	[●]
Date:	[●]

By:	[●]
Date:	[●]

This Accession Deed is accepted

by the Security Agent on behalf of itself

and the other Finance Parties.

[●]
By:	[●]
Date:	[●]

By:	[●]
Date:	[●]

175

Signatures

The Borrower TORM A/S
/s/ Flemming Ipsen	/s/ Mads Peter Zacho
By:  Flemming Ipsen	Mads Peter Zacho CFO

The Guarantors TORM A/S
/s/ Flemming Ipsen	/s/ Mads Peter Zacho
By:  Flemming Ipsen	Mads Peter Zacho CFO

DK VESSEL HOLDCO GP APS
/s/ Flemming Ipsen	/s/ Mads Peter Zacho
By:  Flemming Ipsen	Mads Peter Zacho CFO

DK VESSEL HOLDCO K/S
/s/ Flemming Ipsen	/s/ Mads Peter Zacho
By:  Flemming Ipsen	Mads  Peter Zacho CFO

VESSELCO A APS
/s/ Flemming Ipsen	/s/ Mads Peter Zacho
By:  Flemming Ipsen	Mads  Peter Zacho CFO

176

VESSELCO C APS
/s/ Flemming Ipsen	/s/ Mads Peter Zacho
By:  Flemming Ipsen	Mads Peter Zacho CFO

VESSELCO 1 K/S
/s/ Flemming Ipsen	/s/ Mads Peter Zacho
By:  Flemming Ipsen	Mads Peter Zacho CFO

VESSELCO 3 K/S
/s/ Flemming Ipsen	/s/ Mads Peter Zacho
By:  Flemming Ipsen	Mads Peter Zacho CFO

VESSELCO 7 PTE. LTD.
/s/ Flemming Ipsen	/s/ Mads Peter Zacho
By:  Flemming Ipsen	Mads Peter Zacho CFO

VESSELCO 6 PTE. LTD.
/s/ Flemming Ipsen	/s/ Mads Peter Zacho
By:  Flemming Ipsen	Mads Peter Zacho CFO

OCM (GIBRALTAR) NJORD MIDCO LIMITED

/s/ Mads Peter Zacho

By:  Mads Peter Zacho

CFO

177

OCM SINGAPORE NJORD HOLDINGS ST MICHAELIS PTE. LTD

/s/ Mads Peter Zacho

By:  Mads Peter Zacho

CFO

OCM SINGAPORE NJORD HOLDINGS ST. GABRIEL PTE. LTD

/s/ Mads Peter Zacho

By:  Mads Peter Zacho

CFO

OCM SINGAPORE NJORD HOLDINGS HARDRADA, PTE. LTD

/s/ Mads Peter Zacho

By:  Mads Peter Zacho

CFO

OCM SINGAPORE NJORD HOLDINGS AGNETE, PTE. LTD

/s/ Mads Peter Zacho

By:  Mads Peter Zacho

CFO

OCM SINGAPORE NJORD HOLDINGS ALICE, PTE. LTD

/s/ Mads Peter Zacho

By:  Mads Peter Zacho

CFO

OCM SINGAPORE NJORD HOLDINGS ALEXANDRA, PTE. LTD

/s/ Mads Peter Zacho

By:  Mads Peter Zacho

CFO

178

OCM SINGAPORE NJORD HOLDINGS ALMENA, PTE. LTD

/s/ Mads Peter Zacho

By:  Mads Peter Zacho

CFO

179

The Mandated Lead Arrangers DANSKE BANK A/S
/s/ Christian Roed Christensen	/s/ Søren Geertsen
By:  Christian Roed Christensen Senior Loan Manager	Søren Geertsen First Vice President

180

DBS BANK LIMITED

/s/ Soh Kian Tiong

By:  Soh Kian Tiong

181

HSH NORDBANK AG
/s/ Stefan Kallawe	/s/ Nicole Junckes
By:  Stefan Kallawe

182

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
/s/ Micael Ljunggren	/s/ Mikael Bellander
By:  Micael Ljunggren	Mikael Bellander

183

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

/s/ Gautam Mukharya

By:  Gautam Mukharya

184

The Agent DANSKE BANK A/S
/s/ Christian Roed Christensen	/s/ Søren Geertsen
By:  Christian Roed Christensen	Søren Geertsen
Senior Loan Manager	First Vice President

185

The Security Agent DANSKE BANK A/S
/s/ Christian Roed Christensen	/s/ Søren Geertsen
By:  Christian Roed Christensen	Søren Geertsen
Senior Loan Manager	First Vice President

186

The Lenders DANSKE BANK A/S
/s/ Christian Roed Christensen	/s/ Søren Geertsen
By:  Christian Roed Christensen	Søren Geertsen
Senior Loan Manager	First Vice President

187

DBS BANK LIMITED

/s/ Soh Kian Tiong

By:  Soh Kian Tiong

188

HSH NORDBANK AG
/s/ Stefan Kallawe	/s/ Nicole Junckes
By:  Stefan Kallawe	Nicole Junckes

189

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
/s/ Micael Ljunggren	/s/ Mikael Bellander
By:  Micael Ljunggren	Mikael Bellander

190

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

/s/ Gautam Mukharya

By:  Gautam Mukharya

191

EX-4.2

Exhibit 4.2

EXECUTION COPY

WHITE & CASE

Dated 13 July 2015

Amendment and Restatement Agreement

in respect of the agreements specified herein

between

TORM A/S as Borrower

The Entities Listed in Schedule 1 as Guarantors

Danske Bank A/SNordea Bank Danmark A/SThe Hongkong and Shanghai Banking Corporation Limited as Existing Agents

Danske Bank A/S as Existing Administrative Agent

Danske Bank A/S as New Agent

Nordea Bank Danmark A/S as Existing Security Agent

Danske Bank A/S as New Security Agent

White & Case LLP5 Old Broad Street London EC2N 1DW

Table of Contents

Page

1.	Interpretation	1
2.	Amendments to Existing Facilities Agreements	2
3.	Effective Date and Designation	2
4.	Agreement by Obligors	3
5.	Counterparts	3
6.	Governing Law	4
7.	Enforcement	4
Schedule 1	The Guarantors	5
Schedule 2	New Term Facility Agreement	6

This Agreement is dated 13 July 2015 and made between:

(1) TORM A/S (the "Borrower");

(2) The Entities listed in Schedule 1 (The Guarantors) as guarantors (the "Guarantors"), (each an "Obligor" and together the "Obligors");

(3) Danske Bank A/S, Nordea Bank Danmark A/S and The Hongkong and Shanghai Banking Corporation Limited as agents for the other finance parties under the Existing Facilities Agreements (as defined below) (the "Existing Agents");

(4) Danske Bank A/S as administrative agent of the lenders under the Framework Agreement (the "Existing Administrative Agent");

(5) Danske Bank A/S as agent for the other Finance Parties (the "New Agent");

(6) Nordea Bank Danmark A/S as security agent of the secured parties under the Framework Agreement (the "Existing Security Agent"); and

(7) Danske Bank A/S as security agent of the secured parties under the New Term Facility Agreement (the "New Security Agent").

Whereas:

Pursuant to the terms of the English law scheme of arrangement pursuant to Part 26 of the English Companies Act 2006 proposed by the Borrower and sanctioned by the Court on 30 June 2015, and lodged with the English Registrar of Companies on 1 July 2015 (the "Scheme"), the parties to the Scheme have agreed that the Existing Facilities Agreements and the Framework Agreement (each as defined below and, together, the "Existing Agreements") shall be consolidated, amended and restated in the form of the New Term Facility Agreement (as defined below), on the terms and subject to the conditions set out in this Agreement.

It is agreed as follows:

1. Interpretation

1.1 Save as defined in this Agreement, words and expressions defined in the New Term Facility Agreement shall have the same meanings in this Agreement. In addition, in this Agreement:

"Existing Facilities Agreements" means each of:

(a) the nine hundred million Dollars (US$900,000,000) revolving credit facility dated 14 April 2008 (as supplemented and amended from time to time) between, among others, the Borrower as borrower and Danske Bank A/S as agent;

(b) the five hundred million Dollars (US$500,000,000) loan facility dated 22 December 2006 (as supplemented and amended from time to time) between, among others, the Borrower as borrower and Nordea Bank Danmark A/S as agent;

(c) the one hundred fifty million Dollars (US$150,000,000) loan facility dated 8 April 2008 (as supplemented and amended from time to time) between, among others, the Borrower as borrower and DBS Bank Ltd as security trustee; and

(d) the two hundred thirty-seven million Dollars (US$237,000,000) revolving credit facility dated 23 December 2005 (as supplemented and amended from time to time) between, among others, the Borrower as borrower, and The Hong Kong and Shanghai Banking Corporation Limited as agent and security trustee.

"Existing Security Documents" means each Transaction Security Document (as that term is defined in the Framework Agreement (as defined below)).

"Framework Agreement" means the framework agreement dated 1 November 2012 and as amended or amended and restated from time to time between, among others, the Borrower, the financial institutions named therein as lenders, Danske Bank A/S as the administrative agent and Nordea Bank Danmark A/S as the security agent.

"New Term Facility Agreement" means the new term facility agreement between, among others, the Borrower and the New Agent, in the form set out at Schedule 2 (New Term Facility Agreement).

1.2 Clauses 1.2 (Construction) and 1.3 (Third Party rights) of the New Term Facility Agreement shall be deemed to be incorporated into this Agreement save that references in the New Term Facility Agreement to "this Agreement" shall be construed as references to this Agreement.

1.3 The Agreement constitutes a Finance Document for the purposes of the New Term Facility Agreement.

2. Amendments to Existing Facilities Agreements

2.1 Pursuant to the terms of the Scheme and the New Term Facility Agreement, each Party consents to the consolidation, amendment and restatement of each of the Existing Agreements contemplated by this Agreement.

2.2 With effect from the Effective Date (as defined below):

(a) the Existing Agreements and each guarantee contained within a Finance Document (as that term is defined in the Framework Agreement) shall be consolidated, amended and restated in the form of the New Term Facility Agreement; and

(b) the Effective Date shall constitute the Initial Borrowing Date and the first Utilisation Date for the purposes of the New Term Facility Agreement; and

(c) the conditions to drawdown set out in the New Term Facility Agreement shall have been met without the need for delivery of a Utilisation Request pursuant to clause 5.1 (Delivery of a Utilisation Request) of the New Term Facility Agreement; and

(d) the Facility shall have been fully utilised by one Loan in Dollars in an amount equal to the Total Commitments for the purpose of refinancing the Existing Indebtedness; and

(e) the first Interest Period under the New Term Facility Agreement shall commence on the Effective Date and shall end on the date selected by the Borrower in accordance with clause 9.1 (Selection of Interest Periods) of the New Term Facility Agreement.

3. Effective Date and Designation

3.1 The effective date (the "Effective Date") of this Agreement shall be the date on which all of the following steps have occurred:

(a) the Borrower confirms to the New Agent and the Existing Administrative Agent in writing:

(i) that each condition specified in Clause 4.3 (Further Conditions Precedent) of the New Term Facility Agreement is satisfied or waived; and

2

(ii) the length of the first Interest Period under the New Term Facility Agreement selected in accordance with clause 9.1 (Selection of Interest Periods) of the New Term Facility Agreement.

(b) the Existing Administrative Agent notifies the Borrower and the Lenders in writing pursuant to clause 4.2 (Notice to Lenders) of the New Term Facility Agreement that all of the documents and evidence delivered pursuant to clause 4.1 (Initial Conditions Precedent) of the New Term Facility Agreement have either:

(i) been received by the Existing Administrative Agent, or its duly authorised representative, in form and substance satisfactory to the Existing Administrative Agent; or

(ii) been waived by the Existing Administrative Agent on behalf of the Finance Parties pursuant to clause 4.4 (Waiver of Conditions Precedent) of the New Term Facility Agreement; and

(c) the Restructuring Completion Date (as defined in the Scheme) occurs.

3.2 The Borrower, the New Agent and the Existing Administrative Agent each designate this Agreement as a Finance Document by execution of this Agreement for the purposes of the definition of "Finance Document" in the New Term Facility Agreement.

4. Agreement by Obligors

4.1 Each of the Obligors agrees that the guarantees and indemnities contained in each Existing Agreement and/or each Finance Document (as that term is defined in each Existing Agreement) to which it is a party shall, on and after the Effective Date, continue in full force and effect and extend to the liabilities and obligations of each of the Obligors under the New Term Facility Agreement and the other Finance Documents (as amended, restated, novated or replaced, however fundamentally, from time to time) including as varied, amended, supplemented or extended by this Agreement.

4.2 Subject to the terms of a deed of release to be entered into on or about the date of this Agreement, each Obligor confirms that:

(a) its obligations arising under the New Term Facility Agreement constitute secured obligations (howsoever defined); and

(b) the Security Interests created under any Existing Security Document to which it is a party:

(i) continue in full force and effect; and

(ii) extend to the obligations of the Obligors under the New Term Facility Agreement and rank as continuing security for the payment and discharge of the secured obligations (howsoever defined), subject to the limitations set out in the Existing Security Documents.

4.3 Each Obligor shall, at the request of the New Agent and the Existing Administrative Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.

5. Counterparts

This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

3

6. Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by and shall be construed in accordance with English law.

7. Enforcement

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute").

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) This Clause 7 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

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

4

Schedule 1

The Guarantors

Name of Guarantor	Jurisdiction of incorporation	Registration number (or equivalent, if any)
TORM A/S	Denmark	22460218
DK Vessel HoldCo GP ApS	Denmark	34581444
DK Vessel HoldCo K/S	Denmark	34583439
VesselCo A ApS	Denmark	3458176
VesselCo C ApS	Denmark	34581827
VesselCo 1 K/S	Denmark	34583447
VesselCo 3 K/S	Denmark	34583463
VesselCo 7 Pte. Ltd.	Singapore	201214893W
VesselCo 6 Pte. Ltd.	Singapore	201214897C
OCM (Gibraltar) Njord Midco Limited	Gibraltar	109714
OCM Singapore Njord Holdings St. Michaelis Pte. Ltd.	Singapore	201323866W
OCM Singapore Njord Holdings St. Gabriel Pte. Ltd.	Singapore	201323872G
OCM Singapore Njord Holdings Hardrada, Pte. Ltd.	Singapore	201313503G
OCM Singapore Njord Holdings Agnete, Pte. Ltd.	Singapore	201334081G
OCM Singapore Njord Holdings Alice, Pte. Ltd.	Singapore	201311928M
OCM Singapore Njord Holdings Alexandra, Pte. Ltd.	Singapore	201334072E
OCM Singapore Njord Holdings Almena, Pte. Ltd.	Singapore	201311937N

5

Schedule 2

New Term Facility Agreement

6

EXECUTION COPY

WHITE &CASE

Dated 13 July 2015

US$ 560,725,192.45 Term Facility Agreement

For

TORM A/S

as Borrower

arranged by

Danske Bank A/SDBS Bank LimitedHSH Nordbank AGSkandinaviska Enskilda Banken AB (pub!)The Hongkong and Shanghai Banking Corporation LimitedD-Star LtdNapier Park Select Master FundOCP Credit Strategy FundOnex Debt Opportunity Fund, Ltd.Macquarie Bank Limited Barclays Bank PLC

as Mandated Lead Arrangers

with

Danske Bank A/S

as Agent

and

Danske Bank A/S

as Security Agent

White & Case LLP5 Old Broad StreetLondon EC2N 1DW

Table of Contents

		Page
1.	Definitions and Interpretation	1
2.	The Facility	28
3.	Purpose	30
4.	Conditions of Utilisation	31
5.	Utilisation	32
6.	Repayment	33
7.	Illegality, Prepayment and Cancellation	33
8.	Interest	38
9.	Interest Periods	38
10.	Changes to the Calculation of Interest	39
11.	Fees	41
12.	Tax Gross-up and Indemnities	42
13.	Increased Costs	48
14.	Other Indemnities	49
15.	Mitigation by the Lenders	54
16.	Costs and Expenses	54
17.	Guarantee and Indemnity	56
18.	Representations	60
19.	Information Undertakings	67
20.	Financial Covenants	70
21.	General Undertakings	73
22.	Dealings with Mortgaged Vessels	79
23.	Condition and Operation of Mortgaged Vessels	82
24.	Insurance	84
25.	Minimum Security Value	88
26.	Bank Accounts	91
27.	Business Restrictions	92
28.	Hedging Contracts	96
29.	Events of Default	97
30.	Position of Hedging Provider	101
31.	Changes to the Lenders	103
32.	Changes to the Obligors	107
33.	Roles of Agent and Arranger	108
34.	Conduct of Business by the Finance Parties	118
35.	Sharing Among the Finance Parties	119

(i)

		Page
36.	Payment Mechanics	121
37.	Set-off	125
38.	Notices	125
39.	Calculations and Certificates	127
40.	Partial Invalidity	127
41.	Remedies and Waivers	127
42.	Amendments and Grant of Waivers	128
43.	Counterparts	131
44.	Confidentiality	131
45.	Restriction on Debt Purchase Transaction	135
46.	Confidentiality of Funding Rates and Base Reference Bank Quotations	135
47.	Governing Law	137
48.	Enforcement	137
49.	Patriot Act	137
Schedule 1	The Original Parties	138
Schedule 2	Mortgaged Vessel Information	150
Schedule 3	Conditions Precedent	153
Part 1	Conditions Precedent to Delivery of a Utilisation Request	153
Part 2	Conditions Precedent to First Utilisation	156
Part 3	Conditions Precedent required to be delivered by an Additional Guarantor	159
Schedule 4	Form of Utilisation Request	161
Schedule 5	Form of Selection Notice	162
Schedule 6	Form of Transfer Certificate	163
Schedule 7	Form of Assignment Agreement	166
Schedule 8	Form of Compliance Certificate	169
Schedule 9	Form of Increase Confirmation	170
Schedule 10	Scheduled Amortisation Payments	173
Schedule 11	Cash Sweep Cap Amounts	174
Schedule 12	Approved Existing Indebtedness	175
Schedule 13	Form of Accession Deed	176

(ii)

This Agreement is dated 13 July 2015 and made

Between:

(1) TORM A/S, a company duly incorporated and validly existing under the laws of Denmark with CVR number 22460218, with its registered office at Tuborg Havnevej 18, DK-2900, Hellerup, Denmark (the "Borrower");

(2) The Entities listed in Schedule 1 (The Original Parties) as guarantors (the "Original Guarantors");

(3) Danske Bank A/S, DBS Bank Limited, HSH Nordbank AG, Skandinaviska Enskilda Banken AB (publ), The Hongkong and Shanghai Banking Corporation Limited, D-Star Ltd, Napier Park Select Master Fund, OCP Credit Strategy Fund, Onex Debt Opportunity Fund, Ltd., Macquarie Bank Limited and Barclays Bank PLC as mandated lead arrangers (whether acting individually or together, the "Arranger");

(4) The Financial Institutions listed in Schedule 1 (The Original Parties) as lenders (the "Original Lenders");

(5) Danske Bank A/S as agent for the other Finance Parties (the "Agent"); and

(6) Danske Bank A/S as security agent and trustee for the Secured Parties (the "Security Agent").

It is agreed as follows:

Section 1. Interpretation

1 Definitions and Interpretation

1.1 Definitions

In this Agreement:

"Acceptable Bank" means:

(a) a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of Baa2 or higher by Standard & Poor's Rating Services or BBB or higher by Moody's Investors Service Limited or a comparable rating from an internationally recognised credit rating agency; or

(b) any other bank or financial institution approved by the Agent.

"Accession Deed" means an accession deed executed by any Additional Guarantor, as accepted by the Agent, for accession to this Agreement, substantially in the form set out in Schedule 13 (Form of Accession Deed).

"Account" means any bank account, deposit or certificate of deposit opened, made or established in accordance with Clause 26 (Bank Accounts).

"Account Bank" means, in relation to any Account, either the Agent, the Security Agent, any Original Lender or any New Lender (or any Affiliate of such party) or another bank or financial institution approved by the Majority Lenders at the request of the Borrower.

"Account Holder(s)" means, in relation to any Account, the Obligor(s), in whose name(s) that Account is held.

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

"Additional Guarantor" means a company which becomes an Additional Guarantor in accordance with Clause 32 (Changes to the Obligors).

"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.

"Applicable Code" means any code or prescribed procedures required to be observed by a Mortgaged Vessel or the persons responsible for its operation under any applicable law (including, but not limited to, those currently known as the ISM Code and the ISPS Code).

"Approved Brokers" means the ship broker/consultancy firms H. Clarkson & Co. Ltd., Maersk Broker, Braemar ACM, Arrow Shipbrokers, Platou Shipbrokers A.S., Fearnleys and SSY Valuation Services Limited (or, in each case, any of their Affiliates) and such other reputable international and independent consultancy or ship broker firm approved in advance by the Agent (acting reasonably).

"Approved Jurisdiction" means any of the Kingdom of Denmark, the Kingdom of Norway, the Republic of the Marshall Islands and the Republic of Singapore.

"Assignment Agreement" means an agreement substantially in the form set out in Schedule 7 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee provided that if that other form does not contain the undertaking set out in the form set out in Schedule 7 (Form of Assignment Agreement) it shall not be a Creditor/Agent Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.

"Auditors" means the Borrower's current auditors or any other firm appointed by the Borrower to act as its statutory auditors, in each case, having the necessary skills and experience to audit a group of companies such as the Group.

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

"Availability Period" means the period from and including the date of this Agreement to and including the Initial Borrowing Date.

"Available Commitment" means, in relation to the Facility, a Lender's Commitment minus (subject as set out below):

(a) the amount of its participation in any outstanding Utilisations; and

(b) in relation to any proposed Utilisation, the amount of its participation in any other Utilisations that are due to be made on or before the proposed Utilisation Date.

"Bareboat Charter" means the bareboat charter contract between an Owner and the Bareboat Charterer, in form and substance satisfactory to the Agent.

"Bareboat Charterer" means the Borrower.

"Base Reference Bank Quotation" means any quotation supplied to the Agent by a Base Reference Bank.

"Base Reference Bank Rate" means, in relation to LIBOR, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Base Reference Banks:

(a) (other than where paragraph (b) below applies) as the rate at which the relevant Base Reference Bank could borrow funds in the London interbank market in the relevant

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currency and for the relevant period were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period; or

(b) if different, as the rate (if any and applied to the relevant Base Reference Bank and the relevant currency and period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.

"Base Reference Banks" means, in relation to LIBOR, the principal London offices of each of the Arrangers or such other banks as may be appointed by the Agent in consultation with the Borrower.

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

(a) the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or Unpaid Sum to the last day of the current Interest Period in respect of the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Copenhagen, New York and London (or any other relevant place of payment under Clause 36 (Payment Mechanics)).

"Cash" shall have the meaning given to such term in Clause 20.1 (Financial definitions).

"Cash Sweep Cap Amount" means, for any Cash Sweep Date:

(a) the total amount of amortisation payments (as set forth in Schedule 11 (Cash Sweep Cap Amounts) for such Cash Sweep Date) which would have been payable up to and including such Cash Sweep Date if the semi-annual Repayment Dates had commenced six (6) months after the Initial Borrowing Date; less

(b) the total amount of all Cash Sweep Payments, Scheduled Amortisation Payments and other repayments and prepayments made under Clause 6 (Repayment) and actually applied in prepayment of the Loan prior to such date.

"Cash Sweep Date" means, during the Cash Sweep Period, the date falling six (6) months after the Initial Borrowing Date and each date falling six months thereafter.

"Cash Sweep Extension Notice" means a written notice from the Borrower to the Agent delivered in accordance with paragraph (b) of Clause 7.5 (Mandatory prepayment – Cash Sweep) by which the Borrower elects to:

(a) extend the Cash Sweep Period by an additional twelve (12) months;

(b) reduce each of the first two Scheduled Amortisation Payments by 50%; and

(c) increase the Margin by 0.25 per cent. (0.25%) per annum.

"Cash Sweep Payments" means the payments made to the Agent under Clause 7.5 (Mandatory prepayment – Cash Sweep).

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"Cash Sweep Period" means the period commencing on the Initial Borrowing Date and ending on the date which is twenty-four (24) months after the Initial Borrowing Date as such period may be extended in accordance with Clause 7.5(d) (Mandatory Prepayment – Cash Sweep) or shortened in accordance with Clause 27.8(b) (Distributions and Other Payments).

"Cash Sweep Termination Notice" has the meaning given to that term in Clause 27.8 (Distribution and Other Payments).

"Change of Control" means either:

(a) any person or group of persons acting in concert gains direct or indirect control of the Borrower where:

(i) "control" of the Borrower means:

(A) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(1) cast, or control the casting of, more than 50 per cent (50%). of the maximum number of votes that might be cast at a general meeting of the Borrower; or

(2) appoint or remove the chairman of the board of directors or the majority of the directors or other equivalent officers of the Borrower; or

(3) give directions with respect to the operating and financial policies of the Borrower with which the directors or other equivalent officers of the Borrower are obliged to comply; and/or

(B) the holding beneficially of more than 50 per cent. (50%) of the issued share capital of the Borrower (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); and

(ii) "acting in concert" means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Borrower by any of them, either directly or indirectly, to obtain or consolidate control of the Borrower, provided that for the avoidance of doubt no action by the Lenders (in any capacity) shall result in those Lenders being deemed to be acting in concert for this purpose; or

(b) the Sponsor, directly or indirectly, either:

(i) ceases to be able through its appointees to the Borrower's board of directors (including the chairman (who shall have the casting vote)) to control the board of directors of the Borrower; or

(ii) ceases to own or control at least 33.34 per cent. (33.34%) of the maximum number of votes that might be cast at a general meeting of the Borrower.

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

"Charter" means in relation to a Mortgaged Vessel, any charter commitment or similar contract of employment of that Mortgaged Vessel made between an Owner and a charterer that is not a Group Member.

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"Charter Documents" means, in relation to a Mortgaged Vessel, each Charter of that Mortgaged Vessel, any documents supplementing it and any guarantee or security given by any person for the relevant charterer's obligations under it, as applicable.

"Classification" means, in relation to a Mortgaged Vessel, the classification with the relevant Classification Society specified in respect of such Mortgaged Vessel in Schedule 2 (Vessel Information) (or, in the case of any vessel mortgaged as additional security pursuant to Clause 25.13 (Creation of Additional Security), the classification notified to the Agent as at the date of creation of such mortgage) or another classification approved by the Majority Lenders (acting reasonably) as its classification, at the request of the relevant Owner.

"Classification Society" means, in relation to a Mortgaged Vessel, Lloyds Register, DNV GL or American Bureau of Shipping or another classification society approved in writing by the Majority Lenders as its Classification Society, at the request of the relevant Owner.

"Code" means the US Internal Revenue Code of 1986.

"Commitment" means:

(a) in relation to an Original Lender, the amount relating to such Original Lender in respect of the "Commitment" in Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

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

"Compliance Certificate" means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate) or otherwise in form and substance satisfactory to the Agent.

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

(a) any Group Member or any of its advisers; or

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Group Member or any of its advisers,

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

(i) information that:

(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 44 (Confidentiality); or

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

(C) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is

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lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(ii) any Funding Rate or Base Reference Bank Quotation.

"Confidentiality Undertaking" means a confidentiality undertaking substantially in a recommended form of the LMA amended so as to be addressed to or capable of being relied upon by the Borrower without requiring its signature by virtue of reliance on the Third Parties Act or in any other form agreed between the Borrower and the Agent (a copy of which is provided to the Borrower as soon as reasonable practicable following execution).

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

"Constitutional Documents" means, in respect of an Obligor, such Obligor's certificate of incorporation, memorandum and articles of association, by-laws or similar or other constitutional documents including as referred to in any certificate relating to the Agent pursuant to this Agreement.

"Copenhagen Stock Exchange" means NASDAQ OMX Copenhagen A/S.

"Debt Purchase Transaction" means, in relation to a person, a transaction where such person:

(a) purchases by way of assignment or transfer;

(b) enters into any sub-participation in respect of; or

(c) enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment or amount outstanding under this Agreement.

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

"Defaulting Lender" means any Lender:

(a) which has failed to make its participation in the Loan available or has notified the Agent that it will not make its participation in the Loan available by the Utilisation Date in accordance with Clause 5.4 (Lenders' Participation);

(b) which has otherwise rescinded or repudiated a Finance Document; or

(c) with respect to which an Insolvency Event has occurred and is continuing,

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

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Payment Disruption Event; and,

(ii) payment is made within three (3) Business Days of its due date; or

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(iii) the relevant Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

"Disposal Repayment Date" means in relation to:

(d) a Total Loss of a Mortgaged Vessel, the applicable Total Loss Repayment Date; or

(e) a sale of a Mortgaged Vessel by the relevant Owner, the date upon which such sale is completed by the transfer of title to the relevant purchaser in exchange for payment of all or part of the relevant purchase price.

"Dollars" or "US$" means the lawful currency of the US.

"Earnings" means, in relation to a Mortgaged Vessel and a person, all money at any time payable to that person for or in relation to the use or operation of such Mortgaged Vessel including freight, hire and passage moneys and/or for the provision of services by or from such Mortgaged Vessel or under any charter commitment, requisition for hire compensation, remuneration for salvage and towage services, demurrage and detention moneys, damages for breach and payments for termination or variation of any charter commitment, contributions in general average, any claims under any guarantees related to freight and/or hire payable to an Obligor as a consequence of the operation of that Mortgaged Vessel, all moneys which are at any time payable under the Insurances relating to such Mortgaged Vessel in respect of loss of earnings, if and when that Mortgaged Vessel is employed on terms whereby any moneys described in this definition are pooled or shared with any other person, the proportion of the net receipts of the relevant pooling or sharing arrangements which are attributable to such Mortgaged Vessel and any other money whatsoever due or to become due to an Obligor from third parties in relation to that Mortgaged Vessel, or otherwise.

"Earnings Account" means any Account designated as an "Earnings Account" under Clause 26 (Bank Accounts).

"Environmental Approval" means any permit or Authorisation and the filing of any notification, report or assessment required for the operation of the Fleet Vessels under any Environmental Law applicable to the operation of such Fleet Vessel.

"Environmental Claim" means

(a) any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law; or

(b) any claim by another person which relates to an Environmental Incident or to an alleged Environmental Incident,

and "claim" means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

"Environmental Incident" means

(a) any Release from any Fleet Vessel;

(b) any incident in which Hazardous Material is Released from a vessel other than a Fleet Vessel and which involves a collision between a Fleet Vessel and such other vessel or some other incident of navigation or operation, in either case, in connection with

7

which a Fleet Vessel is actually or is reasonably likely to be arrested, attached, detained or injuncted and/or a Fleet Vessel and/or the relevant owner or Owner and/or any operator or manager of a Fleet Vessel is at fault or allegedly at fault or is reasonably likely to be subject to any legal or administrative action; or

(c) any other incident in which Hazardous Materials are Released otherwise than from a Fleet Vessel and in connection with which a Fleet Vessel is actually or reasonably likely to be arrested and/or where the relevant owner or Owner and/or any operator or manager of a Fleet Vessel is at fault or allegedly at fault or is reasonably likely to be subject to any legal or administrative action.

"Environmental Laws" means any law relating to pollution or protection of the environment, to the carriage of Hazardous Materials or to actual or threatened Release of Hazardous Materials.

"Event of Default" means any event or circumstance specified as such in Clause 29 (Events of Default).

"Existing Charter Agreement" means in relation to a Mortgaged Vessel, a charter commitment for a period in excess of twelve (12) months (including any optional or automatic extension periods) in effect on the date of this Agreement for that Mortgaged Vessel details of which are provided in Schedule 2 (Vessel information).

"Existing Indebtedness" means all amounts outstanding in respect of:

(a) the nine hundred million Dollars (US$900,000,000) revolving credit facility dated 14 April 2008 (as supplemented and amended from time to time) between, inter alios, the Borrower as borrower and Danske Bank A/S as agent;

(b) the five hundred million Dollars (US$500,000,000) loan facility dated 22 December 2006 (as supplemented and amended from time to time) between, inter alios, the Borrower as borrower and Nordea Bank Danmark A/S as agent;

(c) the one hundred fifty million Dollars (US$150,000,000) loan facility dated 8 April 2008 (as supplemented and amended from time to time) between, inter alios, the Borrower as borrower and DBS Bank Ltd as security trustee;

(d) the two hundred thirty-seven million Dollars (US$237,000,000) revolving credit facility dated 23 December 2005 (as supplemented and amended from time to time) between, inter alios, the Borrower as borrower, The Hong Kong and Shanghai Banking Corporation Limited as agent and security trustee; and

(e) the framework agreement dated 1 November 2012 and as amended or amended and restated from time to time between, among others, the Borrower, the financial institutions named therein as Lenders, Danske Bank A/S as the Administrative Agent and Nordea Bank Danmark A/S as the Security Agent.

"Facility" means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

"Facility Office" means:

(a) in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days' written notice) as the office through which it will perform its obligations under this Agreement; or

(b) in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

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"Facility Period" means the period commencing on the date of this Agreement and ending on the date on which the Agent notifies the Borrower and the other Obligors (which the Agent shall do promptly) that:

(a) all amounts which have become due for payment by the Borrower or any other party under the Finance Document have been paid;

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

(c) the Borrower has no future or contingent liability under any provision of this Agreement and the other Finance Documents; and

(d) there are no Commitments in force.

"Fallback Interest Period" means three (3) months.

"FATCA" means:

(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 any law or regulation referred to in paragraph (a) above; or

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

"FATCA Application Date" means:

(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 2017; 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 2017,

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

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

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

"Fee Letter" means any letter between the Borrower and any Finance Party setting out any of the fees referred to in Clause 11 (Fees) or any other fees referred to in this Agreement.

9

"Final Repayment Date" means, subject to Clause 36.8 (Business Days), in relation to the Loan, the date falling six (6) years after the date of this Agreement.

"Finance Documents" means this Agreement, any Fee Letter, the Intercreditor Agreement, the Security Documents, any Hedging Contract, any Transfer Certificate or Assignment Agreement, any Selection Notice, any Accession Deed and any other document designated as such by the Agent and the Borrower, provided that where the term "Finance Document" is used in, and construed for the purposes of, this Agreement or the Intercreditor Agreement, a Hedging Contract shall be a Finance Document only for the purposes of:

(a) the definition of "Material Adverse Effect";

(b) the definition of "Security Document";

(c) paragraph (a)(ii) of Clause 1.2 (Construction);

(d) Clause 17 (Guarantee and Indemnity); and

(e) Clause 29 (Events of Default) and Clause 29.22 (Acceleration).

"Finance Party" means the Agent, the Security Agent, any Arranger, any Hedging Provider or a Lender, provided that where the term "Finance Party" is used in, and construed for the purposes of, this Agreement or the Intercreditor Agreement, a Hedging Provider shall be a Finance Party only for the purposes of:

(a) paragraph (c) of the definition of "Material Adverse Effect";

(b) the definition of "Security Document";

(c) Clause 17 (Guarantee and Indemnity); and

(d) Clause 34 (Conduct of business by the Finance Parties).

"Finance Lease" means any lease or hire purchase contract which would, in accordance with GAAP (as applied by the Borrower as of the date of this Agreement), be treated as a finance or capital lease.

"Financial Indebtedness" means any indebtedness for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any Finance Leases;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

(g) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not a Group

10

Member, which liability would fall within one of the other paragraphs of this definition;

(h) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services (other than legal or accounting services) and payment is due more than ninety (90) days after the date of supply;

(i) any amounts raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Final Repayment Date or which would under relevant applicable accounting principles be classified as borrowings under GAAP;

(j) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under GAAP; and

(k) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

"Flag State" means, in relation to a Mortgaged Vessel, the country specified in respect of such Mortgaged Vessel in Schedule 2 (Vessel Information), or such other state or territory as may be approved by all the Lenders, at the request of the relevant Owner, as being the "Flag State" of such Mortgaged Vessel for the purposes of the Finance Documents, provided that, subject to Clause 22.1 (Vessel's name and Registration), each of Singapore, Denmark, Norway, United Kingdom, Isle of Man, Bahamas, Bermuda, Panama, Malta, Marshall Islands, Cyprus, Hong Kong and Liberia shall be deemed to be approved by the Lenders as being a Flag State.

"Fleet Vessel" means each Mortgaged Vessel and any other vessel owned or operated by any Group Member.

"Forecast" means:

(a) The Original Forecast; and

(b) in relation to any other period, any forecast delivered by the Borrower to the Agent in respect of that period pursuant to paragraph (c) of Clause 19.1 (Financial Statements).

"Forward Freight Agreement" means a forward freight agreement made or (as the context may require) to be made between the Borrower and any counterparty thereto in relation to the purposes set out in Clause 28.1 (Hedging), each based on (i) the 2007 terms and conditions of the Forward Freight Agreement Brokers' Association standard contract and/or (ii) the 2002 ISDA Master Agreement and Schedule thereto.

"Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 10.4 (Cost of funds).

"GAAP" means International Financial Reporting Standards (as adopted by the EU) and related interpretations as amended, supplemented, issued or adopted from time to time by the International Accounting Standards Board to the extent applicable to the relevant financial statements in respect of the Borrower and its Subsidiaries and otherwise generally accepted accounting principles of the jurisdiction of incorporation of such party consistently applied.

"General Assignment" means, in relation to a Mortgaged Vessel, a first priority assignment of the relevant Owner's interest in such Mortgaged Vessel's Insurances, Earnings, Requisition

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Compensation, Bareboat Charter (if applicable) and any Charter in excess of twelve (12) months (including any optional or automatic extension periods) in relation to such Mortgaged Vessel (and any guarantee of such Charter) (without step-in rights), entered or to be entered into by the relevant Owner and Bareboat Charterer (if applicable) in favour of the Security Agent in the agreed form.

"Group" means the Borrower and its Subsidiaries for the time being and, for the purposes of Clause 19.1 (Financial Statements) and Clause 20 (Financial Covenants), any other entity required to be treated as a subsidiary in its consolidated accounts in accordance with GAAP and/or any applicable law.

"Group Member" means any Obligor and any other entity which is a member of the Group.

"Guarantors" means each Original Guarantor and each Additional Guarantor and "Guarantor" means any of them.

"Hazardous Material" means (a) any chemical, material, waste or other substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, restricted waste, toxic, a contaminant, a pollutant, industrial waste, special waste, or radioactive, under or pursuant to any applicable law, and (b) any other chemical, material, substance or waste, exposure to or Release of which is prohibited or regulated in any way by any governmental authority having competent jurisdiction, including, in either case, petroleum and all derivatives thereof or synthetic substitutes therefor.

"Hedging Contract" means any Hedging Transaction between the Borrower and any Hedging Provider pursuant to any Hedging Master Agreement and includes any Hedging Master Agreement and any Confirmations from time to time exchanged under it and governed by its terms relating to that Hedging Transaction.

"Hedging Master Agreements" means the agreements made or (as the context may require) to be made between the Borrower and the Hedging Providers in relation to the purposes set out in Clause 28.1 (Hedging), and "Hedging Master Agreement" means any of them.

"Hedging Providers" means any bank or financial institution which is a Lender or Affiliate of a Lender who may at any time enter into or provide a Hedging Transaction and who accedes to the terms of this Agreement pursuant to Clause 30.1 (Hedging Providers) and includes their respective successors in title and "Hedging Provider" means any of them.

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

"Historic Screen Rate" means, in relation to any Loan, the most recent applicable Screen Rate for the currency of that Loan and for a period equal in length to the Interest Period of that Loan and which is as of a day which is no more than one day before the Quotation Day.

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

"Impaired Agent" means the Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b) the Agent otherwise rescinds or repudiates a Finance Document;

(c) (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of "Defaulting Lender"; or

(d) an Insolvency Event has occurred and is continuing with respect to the Agent;

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

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

payment is made within 3 Business Days of its due date; or

(ii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

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

"Increase Lender" has the meaning given to that term in Clause 2.2 (Increase).

"Increased Costs" has the meaning given to it in Clause 13.1(b) (Increased Costs);

"Indemnified Person" means:

(a) each Finance Party and each Receiver and Delegate and any attorney, agent or other person appointed by any of them under the Finance Documents;

(b) each Affiliate of those persons; and

(c) any officers, employees or agents of any of the above persons.

"Initial Borrowing Date" means the date on which the Existing Indebtedness is refinanced in full pursuant to the provisions of this Agreement, being the initial Utilisation Date in respect of the Loan.

"Initial Security Value" means, for the period from the date of this Agreement until the delivery of the first valuations provided under Clause 25 (Minimum Security Value), the amount in Dollars which is set forth under the caption "Initial Security Value" for each Mortgaged Vessel in Schedule 2 (Mortgaged Vessel Information).

"Insolvency Event" in relation to an entity, means that the entity:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c) makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it,

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such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii) is not dismissed, discharged, stayed or restrained in each case within thirty (30) days of the institution or presentation thereof;

(f) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(g) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made or is made, by a person or entity described in paragraph (d) above);

(h) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) days thereafter;

(i) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or

(j) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

"Insurance Notice" means, in relation to a Mortgaged Vessel, a notice of assignment in the form scheduled to the Mortgaged Vessel's General Assignment or otherwise in agreed form.

"Insurances" means, in relation to a Mortgaged Vessel:

(a) all policies and contracts of insurance; and

(b) all entries in a protection and indemnity or war risks or other mutual insurance association,

which are from time to time required to be obtained or maintained in respect of that Mortgaged Vessel by any Group Member pursuant to the terms of this Agreement.

"Intercreditor Agreement" means the intercreditor agreement dated the same date as this Agreement and made between, among others, the Borrower, the Debtors (as defined in the Intercreditor Agreement), the Agent, the Security Agent and Danske Bank A/S as agent under the RCF Facility.

"Interest Period" means, in relation to the Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default Interest).

"Interpolated Historic Screen Rate" means, in relation to the Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

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

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(b) the most recent applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of the Loan,

each for the currency of the Loan and each of which is as of a day which is no more than one day before the Quotation Day.

"Interpolated Screen Rate" means, in relation to LIBOR for the Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period; and

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period,

each as of 11:00 a.m. on the Quotation Day.

"ISM Code" means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.

"ISPS Code" means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization's (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

"Legal Reservations" means:

(a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b) the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for, or indemnify a person against, non-payment of UK stamp duty may be void and defences of set-off or counterclaim;

(c) similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

(d) any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinions delivered:

(i) to the RCF Agent under clause 4 (Conditions of Utilisation) of the RCF Facility Agreement; or

(ii) to the Agent under Clause 32.2 (Additional Guarantors).

"Lenders" means:

(a) any Original Lender; and

(b) any bank, financial institution, trust, fund or other entity, which has become a Party as a Lender in accordance with Clause 2.2 (Increase) or Clause 31 (Changes to the Lenders),

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

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"LIBOR" means, in relation to the Loan:

(a) the applicable Screen Rate as of 11:00 a.m. on the Quotation Day for Dollars and for a period equal in length to the Interest Period of the Loan; or

(b) as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate),

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

"Limitation Acts" means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

"Loan" means the loan made or to be made under the Facility or the principal amount of the loan for the time being outstanding under this Agreement.

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

"Loss Payable Clauses" means, in relation to a Mortgaged Vessel, the provisions concerning payment of claims under the Mortgaged Vessel's Insurances in the form scheduled to the Mortgaged Vessel's General Assignment or in such other approved form.

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

"Major Casualty Amount" means US$1,000,000 or the equivalent in any other currency.

"Majority Lenders" means a Lender or Lenders whose Commitments aggregate sixty six and two thirds per cent. (66²/₃%) or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated sixty six and two thirds per cent. (66²/₃%) or more of the Total Commitments immediately prior to that reduction).

"Margin" means:

(a) prior to the delivery of a Cash Sweep Extension Notice, two point five zero per cent. (2.50%) per annum;

(b) on and after the delivery of a Cash Sweep Extension Notice, two point seven five per cent. (2.75%) per annum; and

(c) in relation to any Unpaid Sum, the highest rate specified above.

"Market Value" means, in respect of a Mortgaged Vessel, the fair market value of such Mortgaged Vessel as determined in accordance with Clause 25 (Minimum Security Value).

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

(a) the business or financial condition of the Group taken as a whole; or

(b) the ability of the Obligors taken as a whole to perform their obligations under the Finance Documents; or

(c) the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

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"Minimum Value" means the amount in Dollars which is at that time equal to one hundred and twenty five per cent. (125%) of the sum of the aggregate amount of the Loan and the aggregate amount of the RCF Loans (for the avoidance of doubt, excluding the aggregate amount of undrawn commitments under the RCF Facility at that time), provided that the above mentioned reference to the "Loan" and "RCF Loans" shall mean the aggregate amount of the Loan and RCF Loans minus, in relation to any Mortgaged Vessel which has become a Total Loss but whose Disposal Repayment Date has not then occurred, such proportion of the Loans and RCF Loans as the Market Value of such Mortgaged Vessel bore to the aggregate Market Value of all the Mortgaged Vessels (including the relevant Mortgaged Vessel) immediately before its Total Loss.

"Mortgage" means, in relation to a Mortgaged Vessel, a first priority or first preferred mortgage in respect of the Mortgaged Vessel in the agreed form entered or to be entered into by the relevant Owner in favour of the Security Agent, together with, to the extent required, any collateral deed of covenants in the agreed form.

"Mortgage Period" means, in relation to a Mortgaged Vessel, the period from the Initial Borrowing Date until the date the Mortgage or other Security Interest in respect of such Mortgaged Vessel and/or its Earnings, Insurances and Requisition Compensation is released and discharged or, if earlier, its Total Loss Date.

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

"New Lender" has the meaning given to such term in Clause 31.1 (Assignment and Transfers by the Lenders).

"Obligor" means the Borrower or a Guarantor.

"Obligors' Agent" means the Borrower, appointed to act on behalf of each other Obligor in relation to the Finance Documents pursuant to Clause 2.4 (Obligors' Agent).

"Original Financial Statements" means the audited annual consolidated financial statements of the Borrower for the Borrower's financial year ended 31 December 2014.

"Original Forecast" means the Forecast for the period ending on 31 December 2015 delivered to the Agent pursuant to Clause 4.1 (Initial Conditions Precedent).

"Owner" means, in relation to a Mortgaged Vessel, the person specified as the owner of that Mortgaged Vessel in Schedule 2 (Vessel Information) or, with respect to any Fleet Vessel mortgaged as additional security pursuant to Clause 25.13 (Creation of Additional Security), the owner of such Fleet Vessel.

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

"Party" means a party to this Agreement.

"Payment Disruption Event" means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

17

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

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

"Permitted Maritime Liens" means, in relation to a Mortgaged Vessel:

(a) any ship repairer's or outfitter's lien (whether or not constituting a maritime lien) arising in connection with such Mortgaged Vessel being put into the possession of any other person as permitted by Clause 23.11 (Repairer's Liens), or any work carried out while the Mortgaged Vessel is in such person's possession;

(b) any lien on such Mortgaged Vessel for master's, officer's or crew's wages outstanding in the ordinary course of its trading;

(c) any lien on such Mortgaged Vessel for salvage; and

(d) any lien arising solely by operation of law and/or in the ordinary course of business and which does not secure Financial Indebtedness.

"Permitted Security Interests" means, in relation to any asset, any Security Interest over it which is:

(a) granted by the Finance Documents; or

(b) a Permitted Maritime Lien; or

(c) is approved by the Majority Lenders; or

(d) in relation to Taxes not overdue, or, in the case of income and property taxes and assessments, which are being contested in good faith with due diligence and where the relevant Obligor or the Group as a whole has adequate cash reserves in excess of such contested sums; or

(e) a lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any Group Member; or

(f) prior to the Initial Borrowing Date, those granted pursuant to the Existing Indebtedness; or

(g) any netting or set-off arrangement entered into by any Owner in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances.

"Quotation Day" means, in relation to any period for which an interest rate is to be determined, two (2) Business Days before the first day of that period unless market practice differs in the London interbank market for Dollars, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Day will be the last of those days).

"RCF Agent" means the facility agent under the RCF Facility Agreement.

"RCF Facility" means the "Facility" under and as defined in the RCF Facility Agreement.

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"RCF Facility Agreement" means the working capital facility agreement comprising a US$75,000,000 revolving credit facility made between the Borrower, the other Obligors, the RCF Finance Parties and others dated on or about the date hereof.

"RCF Finance Parties" means "RCF Finance Parties" as defined in the Intercreditor Agreement.

"RCF Loan" means a "Loan" as defined in the RCF Facility Agreement.

"RCF Loan Commitments" means the "Commitments" as defined in the RCF Facility Agreement.

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

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

"Release" means, in relation to a Fleet Vessel, any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, seeping, dispersal, leaching, dumping, disposing of, depositing, migrating or placing, including movement through, into or upon, the environment or otherwise entering into the indoor or outdoor environment, including any natural or man-made structure (including the abandonment or discarding of barrels, containers, and other receptacles containing any Hazardous Material), and "Released" shall be construed accordingly.

"Relevant Affiliate" means, in relation to any Obligor or Group Member:

(a) a Subsidiary of that Obligor or Group Member; or

(b) a Holding Company of that Obligor or Group Member; or

(c) any other Subsidiary of that Holding Company,

but in each case excluding the Sponsor and excluding any Affiliate of the Sponsor which is not a Group Member (other than any Affiliate of the Sponsor which is the immediate Holding Company of the Borrower).

"Relevant Jurisdiction" means, in relation to an Obligor:

(a) its jurisdiction of incorporation;

(b) any jurisdiction where any asset (other than a Mortgaged Vessel and the assets which are the subject of the General Assignment) subject to or intended to be subject to any Transaction Security created or to be created by it is situated;

(c) the Flag State of any Mortgaged Vessel in respect of which it is the Owner; and

(d) any jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

"Repayment Date" means:

(a) the date falling twenty-seven (27) months after the Initial Borrowing Date and each six-monthly anniversary thereafter until and including the Final Repayment Date;

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(b) on and after the delivery of a Cash Sweep Termination Notice, the date falling three (3) months after the final Cash Sweep Date and each six-monthly anniversary thereafter until and including the Final Repayment Date.

"Repeating Representations" means each of the representations and warranties set out in Clauses 18.1 (Status) to and including Clause 18.6 (Governing Law and Enforcement) (except for those contained in Clause 18.2 (Binding Obligations) to the extent that the circumstances giving rise to a misrepresentation as a result of the repetition of Clause 18.2 (Binding Obligations) also constitute an Event of Default under Clause 29.11 (Unlawfulness and Invalidity)).

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

"Requisition Compensation" means, in relation to a Mortgaged Vessel, any compensation paid or payable by a government entity for the requisition for title, confiscation or compulsory acquisition of such Mortgaged Vessel (other than by way of requisition of hire).

"Restricted Party" means a person:

(a) that is listed on any Sanctions List (whether designated by name or by reason of being included in a class of person) or otherwise is a target of Sanctions Laws;

(b) that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of any country or territory that is the target of comprehensive, country- or territory-wide Sanctions Laws;

(c) that is directly or indirectly owned or controlled by a person referred to in (a) and/or (b) above; or

(d) with which any national of a Sanctions Authority is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws.

"Sanctions Authority" means (a) the United Nations, the European Union, the member states of the European Union, the US or any country to which any Obligor, or any other Group Member or any Relevant Affiliate or any of them is bound or (b) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury ("OFAC"), the United States Department of State and Her Majesty's Treasury.

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

"Sanctions List" means any list of persons or entities published in connection with Sanctions Laws, by or on behalf of any Sanctions Authority.

"Scheduled Amortisation Payment" means the amount set forth on Schedule 10 (Scheduled Amortisation Payments) for each Repayment Date.

"Screen Rate" means, in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service

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ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

"Secured Parties" means "Secured Parties" as defined in the Intercreditor Agreement.

"Security Documents" means:

(a) the Mortgage in respect of each of the Mortgaged Vessels;

(b) the General Assignment in relation to each of the Mortgaged Vessels;

(c) the Share Security in relation to each Owner; and

(d) any other document as may be executed to guarantee and/or secure any amounts owing to the Finance Parties under this Agreement, any other Finance Documents or any amounts owing to the RCF Finance Parties under the RCF Documents.

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

"Security Value" means, (i) prior to the delivery of the first valuations pursuant to Clause 25 (Minimum Security Value), the Initial Security Value and (ii) thereafter, the amount in Dollars which, at that time, is the aggregate of (a) the Market Value of all of the Mortgaged Vessels which have not then become a Total Loss and (b) the value of any additional security then held by the Security Agent provided under Clause 25 (Minimum Security Value), in each case as most recently determined in accordance with this Agreement.

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

"Shareholder" means:

(a) in respect of DK Vessel HoldCo GP ApS, VesselCo A ApS and VesselCo C ApS, the Borrower;

(b) in respect of DK Vessel HoldCo K/S, the Borrower and DK Vessel HoldCo GP ApS, a company incorporated and existing in Denmark whose registered office is Tuborg Havnevej 18, 2900 Hellerup, Denmark;

(c) in respect of VesselCo 7 Pte. Ltd and VesselCo 6 Pte. Ltd., DK Vessel HoldCo K/S, a limited partnership incorporated and existing in Denmark whose registered office is Tuborg Havnevej 18, 2900 Hellerup, Denmark;

(d) in respect of VesselCo 1 K/S, DK Vessel HoldCo K/S, a limited partnership incorporated and existing in Denmark and VesselCo A ApS, a company incorporated and existing in Denmark, each with a registered office at Tuborg Havnevej 18, 2900 Hellerup, Denmark;

(e) in respect of VesselCo 3 K/S, DK Vessel HoldCo K/S, a limited partnership incorporated and existing in Denmark and VesselCo C ApS, a company incorporated and existing in Denmark, each with a registered office at Tuborg Havnevej 18, 2900 Hellerup, Denmark; and

(f) in respect of OCM Singapore Njord Holdings St. Michaelis Pte. Ltd, OCM Singapore Njord Holdings St. Gabriel Pte. Ltd, OCM Singapore Njord Holdings Hardrada, Pte. Ltd, OCM Singapore Njord Holdings Agnete, Pte. Ltd, OCM Singapore Njord Holdings Alice, Pte. Ltd, OCM Singapore Njord Holdings Alexandra, Pte. Ltd and OCM Singapore Njord Holdings Almena, Pte. Ltd, OCM (Gibraltar) Njord Midco

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Limited, a company incorporated and existing in Gibraltar whose registered office is 57/63 Line Wall Road, Gibraltar.

"Share Security" means, in relation to each Owner, the document constituting a first priority Security Interest by the relevant Shareholder or Shareholders in favour of the Security Agent in the agreed form in respect of all of the shares in such Owner.

"Sponsor" means Oaktree Capital Management, L.P. and any fund or funds solely managed by Oaktree Capital Management, L.P.

"Subsidiary" means in relation to any company, corporation, limited liability partnership or other legal entity (a "holding company"), a company, corporation, limited liability partnership or other legal entity:

(a) which is controlled, directly or indirectly, by the holding company; or

(b) more than half the issued share capital of which is beneficially owned, directly or indirectly, by the holding company; or

(c) which is a subsidiary of another Subsidiary of the holding company,

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

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

"Third Parties Act" has the meaning given to such term in Clause 1.3 (Third Party Rights).

"Total Commitments" means the aggregate of the Commitments being US$ 560,725,192.45 at the date of this Agreement.

"Total Loss" means, in relation to a Mortgaged Vessel, its:

(a) actual, constructive, compromised, agreed or arranged total loss; or

(b) requisition for title, confiscation or other compulsory acquisition by a government entity (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to extension); or

(c) hijacking, theft, condemnation, capture, seizure, arrest, disappearance or detention for more than two hundred and ten (210) days.

"Total Loss Date" means, in relation to the Total Loss of a Mortgaged Vessel (but, for the purposes of this definition, ignoring any time periods set out in the definition of "Total Loss"):

(a) in the case of an actual total loss, the date it happened or, if such date is not known, the date on which the Mortgaged Vessel was last reported;

(b) in the case of a constructive, compromised, agreed or arranged total loss, the earliest of:

(i) the date notice of abandonment of the Mortgaged Vessel is given to its insurers; or

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(ii) if the insurers do not admit such a claim, the date later determined by a competent court of law to have been the date on which the total loss happened; or

(iii) the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the Mortgaged Vessel's insurers;

(c) in the case of a requisition for title, confiscation or compulsory acquisition, the date falling ninety (90) days after the date upon which such event happened; and

(d) in the case of hijacking, theft, condemnation, capture, seizure, arrest, disappearance or detention, the date falling two hundred and ten (210) days after the date upon which such event happened.

"Total Loss Repayment Date" means where a Mortgaged Vessel has become a Total Loss the earlier of:

(a) the date falling ninety (90) days after its Total Loss Date; and

(b) the date upon which insurance proceeds or Requisition Compensation for such Total Loss are paid by insurers or the relevant government entity.

"Transaction Documents" means the Finance Documents, the RCF Documents and the Bareboat Charters.

"Transaction Security" means the Security Interests created or expressed to be created pursuant to the Security Documents.

"Transfer Certificate" means a certificate substantially in the form set out in Schedule 6 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.

"Transfer Date" means, in relation to an assignment or transfer, the later of:

(a) the proposed Transfer Date specified in the Assignment Agreement or Transfer Certificate; and

(b) the date on which the Agent executes the Assignment Agreement or Transfer Certificate.

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

"Trust Property" means, collectively:

(a) all moneys duly received by the Security Agent under or in respect of the Finance Documents;

(b) the Security Interests, guarantees, security, powers and rights given to the Security Agent under and pursuant to the Finance Documents including, without limitation, the covenants given to the Security Agent in respect of all obligations of any Obligor;

(c) all assets paid or transferred to or vested in the Security Agent or its agent or received or recovered by the Security Agent or its agent in connection with any of the Finance Documents whether from any Obligor or any other person; and

(d) all or any part of any rights, benefits, interests and other assets at any time representing or deriving from any of the above, including all income and other sums at any time received or receivable by the Security Agent or its agent in respect of the same (or any part thereof).

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

"US" means the United States of America.

"US Tax Obligor" means:

(a) the Borrower to the extent it is resident for tax purposes in the US; or

(b) an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

"USA PATRIOT Act" has the meaning given to such term in Clause 49 (Patriot Act).

"Utilisation" means the making available of the Loan.

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

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

"VAT" means:

(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 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.

1.2 Construction

(a) Unless a contrary indication appears, any reference in any of the Finance Documents to:

(i) Sections, Clauses and Schedules are to be construed as references to the Sections and Clauses of, and the Schedules to, the relevant Finance Document and references to a Finance Document include its Schedules;

(ii) a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as it may from time to time be amended, restated, novated or replaced, however fundamentally;

(iii) words importing the plural shall include the singular and vice versa;

(iv) a time of day is to Copenhagen time;

(v) any person includes its successors in title, permitted assignees or transferees;

(vi) "agreed form" means:

(A) where a Finance Document has already been executed by all of the relevant parties, such Finance Document in its executed form;

(B) prior to the execution of a Finance Document, the form of such Finance Document separately agreed in writing between the Agent and the Borrower as the form in which that Finance Document is to be executed or another form approved at the request of the Borrower;

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(vii) "approved by the Majority Lenders" or "approved by the Lenders" means approved in writing by the Agent acting on the instructions of the Majority Lenders or, as the case may be, all of the Lenders (on such conditions as they may respectively impose) and otherwise "approved" means approved in writing by the Agent (on such conditions as the Agent may impose) and "approval" and "approve" shall be construed accordingly;

(viii) "assets" includes present and future properties, revenues and rights of every description;

(ix) "charter commitment" means, in relation to a vessel, any charter or contract for the employment of that vessel or the carriage of people and/or cargo or the provision of services by or from it and includes any agreement for pooling or sharing income derived from any such charter or contract;

(x) the term "disposal" or "dispose" means a sale, transfer or other disposal (including by way of lease or loan but not including by way of loan of money) by a person of all or part of its assets, whether by one transaction or a series of transactions and whether at the same time or over a period of time, but not the creation of a Security Interest;

(xi) the "equivalent" of an amount specified in a particular currency (the "specified currency amount") shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specified currency amount in the London foreign exchange market at or about 11 a.m. on the date the calculation falls to be made for spot delivery, as conclusively determined by the Agent (with the relevant exchange rate of any such purchase being the "Agent's spot rate of exchange");

(xii) "euro/€" means the lawful currency of the Participating Member States and, in respect of all payments to be made under the Finance Documents in euro, funds which are for the same day settlement in the European Interbank Payments System (or such other funds as may at the relevant time be customary for the settlement of international banking transactions denominated in euro);

(xiii) a "government entity" means any government, state or agency of a state;

(xiv) a "guarantee" means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(xv) "indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(xvi) "month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:

(A) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that month (if there is one) or on the immediately preceding Business Day (if there is not); and

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(B) if there is no numerically corresponding day in that month, that period shall end on the last Business Day in that month,

and the above rules in paragraph (A) and (B) will only apply to the last month of any period;

(xvii) an "obligation" means any duty, obligation or liability of any kind;

(xviii) something being in the "ordinary course of business" of a person means something that is in the ordinary course of that person's day-to-day business (and not merely anything which that person is entitled to do under its Constitutional Documents);

(xix) pay, prepay or repay in Clause 27 (Business Restrictions) includes by way of set-off, combination of accounts or otherwise;

(xx) a "person" includes any individual, firm, company, corporation, government entity or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(xxi) a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation and includes (without limitation) any regulation relating to Basel II or Basel III;

(xxii) "right" means any right, privilege, power or remedy, any proprietary interest in any asset and any other interest or remedy of any kind, whether actual or contingent, present or future, arising under contract or law, or in equity;

(xxiii) "trustee, " "fiduciary" and "fiduciary duty" has in each case the meaning given to such term under applicable law;

(xxiv) (i) the "winding up," "dissolution," or "administration" of person or (ii) a "receiver" or "administrative" "receiver" or "administrator" in the context of insolvency proceedings or security enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings or any equivalent and analogous person or appointee (respectively) under the law of the jurisdiction in which such person is established or incorporated or any jurisdiction in which such person carries on business including (in respect of proceedings) the seeking or occurrences of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors; and

(xxv) a provision of law is a reference to that provision as amended or re-enacted.

(b) Where in this Agreement a provision includes a monetary reference level in one currency, unless a contrary indication appears, such reference level is intended to apply equally to its equivalent in other currencies as of the relevant time for the purposes of applying such reference level to any other currencies.

(c) Section, Clause and Schedule headings are for ease of reference only.

(d) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

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(e) A Default (including an Event of Default) is "continuing" if it has not been remedied or waived.

(f) Unless a contrary indication appears, in the event of any inconsistency between the terms of this Agreement and the terms of any other Finance Document when dealing with the same or similar subject matter, the terms of this Agreement shall prevail.

1.3 Third Party Rights

(a) Unless expressly provided to the contrary in a Finance Document for the benefit of a Finance Party or another Indemnified Person, a person who is not a party to a Finance Document has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or to enjoy the benefit of any term of the relevant Finance Document.

(b) Any Finance Document may be rescinded or varied by the parties to it without the consent of any person who is not a party to it (unless otherwise provided by this Agreement).

(c) An Indemnified Person who is not a party to a Finance Document may only enforce its rights under that Finance Document through a Finance Party and if and to the extent and in such manner as the Finance Party may determine.

1.4 Conflict of Documents

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

(b) The terms of this Agreement are subject to the terms of the Intercreditor Agreement and, in the event of any conflict between any provision of the Intercreditor Agreement and any provision of this Agreement, the provisions of the Intercreditor Agreement shall prevail.

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Section 2. The Facility

2 The Facility

2.1 The Facility

Subject to the terms of this Agreement, the Lenders severally agree to provide to the Borrower a term loan facility in an amount equal to the Total Commitments, to be made available in one Utilisation.

2.2 Increase

(a) The Borrower may, by giving prior notice to the Agent by no later than the date falling fifteen (15) Business Days after the effective date of a cancellation of:

(i) the Available Commitments of a Defaulting Lender in accordance with Clause 7.8(f) (Right of Replacement or Cancellation and Prepayment in Relation to a Single Lender); or

(ii) the Commitments of a Lender in accordance with Clause 7.1 (Illegality),

request that the Commitments be increased (and the Commitments shall be so increased) in an aggregate amount of up to the amount of the Available Commitment or Commitments so cancelled as follows:

(A) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an "Increase Lender") selected by the Borrower (each of which shall not be a Group Member and which is further acceptable to the Agent (acting reasonably)) and each of which confirms in writing its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;

(B) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

(C) each Increase Lender shall become a Party as a "Lender" and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(D) the Commitments of the other Lenders shall continue in full force and effect; and

(E) any increase in the Commitments shall take effect on the date specified by the Borrower in the notice referred to above or any later date on which the conditions set out in Clause 2.2(b) below are satisfied.

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(b) An increase in the Commitments will only be effective on:

(i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;

(ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase:

(A) the Increase Lender entering into documentation required for it to accede as a party to the Intercreditor Agreement; and

(B) the performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Borrower and the Increase Lender.

(c) Each of the other Finance Parties hereby appoint the Agent as its agent to execute on its behalf any Increase Confirmation delivered to the Agent in accordance with this Clause 2.2.

(d) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(e) Unless the Agent otherwise agrees or the increased Commitments are assumed by an existing Lender, the Borrower shall, not later than on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of three thousand five hundred Dollars (US$3,500) and the Borrower shall promptly on demand pay the Agent and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by either of them, and, in the case of the Security Agent, by any Receiver or Delegate, in connection with any increase in Commitments under this Clause 2.2.

(f) The Borrower shall pay to the Increase Lender any fee in the amount and at the times agreed between the Borrower and the Increase Lender in any letter between the Borrower and the Increase Lender setting out such fee. A reference in this Agreement to a Fee Letter shall include any letter referred to in this Clause 2.2(f).

(g) Clause 31.4 (Limitation of Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2(g) in relation to an Increase Lender as if references in that clause to:

(i) an "Existing Lender" were references to all the Lenders immediately prior to the relevant increase;

(ii) the "New Lender" were references to that "Increase Lender"; and

(iii) a "re-assignment" and "re-transfer" were references to a "transfer" and "assignment".

2.3 Finance Parties' Rights and Obligations

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

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Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

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

(c) A Finance Party may separately enforce its rights under the Finance Documents, provided that no Finance Party shall have any independent power to enforce, or have recourse to, any of the Security under the Security Documents or to exercise any right, power, authority or discretion arising under the Security Documents except through the Agent or Security Agent.

2.4 Obligors' Agent

(a) Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i) the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions, to execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

(ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail.

3 Purpose

3.1 Purpose

The Borrower shall apply all amounts borrowed under the Facility towards refinancing the Existing Indebtedness.

3.2 Monitoring

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

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4 Conditions of Utilisation

4.1 Initial Conditions Precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders' Participation) in relation to the initial Utilisation if on or before the Utilisation Date for that Utilisation the Agent, or its duly authorised representative, has received all of the documents and other evidence listed in Part 1 of Schedule 3 (Conditions Precedent to Delivery of a Utilisation Request) and in Part 2 of Schedule 3 (Conditions Precedent to Utilisation) in each case in form and substance satisfactory to the Agent.

4.2 Notice to Lenders

The Agent shall notify the Borrower and the Lenders promptly upon receiving and being satisfied with all of the documents and evidence delivered to it under Clause 4.1 (Initial Conditions Precedent). Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification referred to in this Clause 4.2, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.3 Further Conditions Precedent

Subject to Clause 4.1 (Initial Conditions Precedent), the Lenders will only be obliged to comply with Clause 5.4 (Lenders' Participation) if on the date of a Utilisation Request and on the proposed Utilisation Date:

(a) no Default is continuing or would result from the proposed Utilisation; and

(b) all of the representations set out in Clause 18 (Representations) are true in all material respects (or with respect to any such representations which are already qualified by materiality, in all respects).

4.4 Waiver of Conditions Precedent

The conditions in this Clause 4 are inserted solely for the benefit of the Finance Parties and may be waived on their behalf in whole or in part and with or without conditions by the Agent acting on the instructions of the Majority Lenders (or, in relation to those conditions precedent with are expressed in Schedule 3 (Conditions Precedent) to require all Lender approval, on the instructions of all Lenders).

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Section 3. Utilisation

5 Utilisation

5.1 Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than 10:00 a.m. three (3) Business Days before the proposed Utilisation Date.

5.2 Completion of a Utilisation Request

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

(i) the proposed Utilisation Date is a Business Day within the Availability Period;

(ii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and Amount);

(iii) the proposed Interest Period complies with Clause 9 (Interest Periods); and

(iv) it identifies the purpose for the Utilisation and that purpose complies with Clause 3 (Purpose).

(b) The Facility shall be utilised by one Loan only on the Initial Borrowing Date.

5.3 Currency and Amount

(a) The currency specified in a Utilisation Request must be Dollars.

(b) The amount of the proposed Utilisation must not exceed an amount equal to the Total Commitments or, if less, the Available Facility.

5.4 Lenders' Participation

(a) If the conditions set out in this Agreement have been met, each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office.

(b) The amount of each Lender's participation in the Loan will be equal to the proportion borne by its Available Commitment to the relevant Available Facility immediately prior to making the Loan.

(c) The Agent shall promptly notify each Lender of the amount of the Loan and the amount of its participation in the Loan, in each case by 11:00 a.m. on the relevant Quotation Day.

(d) The Agent shall pay all amounts received by it in respect of the Loan (and its own participation in it, if any) to the Borrower or for its account in accordance with the instructions contained in the relevant Utilisation Request.

5.5 Cancellation of Commitments

The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for the Facility.

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Section 4. Repayment, Prepayment and Cancellation

6 Repayment

6.1 Repayment of Loan

The Borrower shall by no later than 3:00 p.m. on each Repayment Date repay such part of the Loan as is required to be repaid by Clause 6.1(a) below.

(a) To the extent not previously reduced and/or rescheduled in accordance with paragraph (b) or (c) below, the Loan shall be repaid by repaying on each Repayment Date an amount equal to the Scheduled Amortisation Payment for such Repayment Date, as set forth on Schedule 10 (Scheduled Amortisation Payments).

(b) If any Commitments have been partially reduced under this Agreement and/or any part of the Loan is prepaid (other than under Clause 6.1(a) above) before any Repayment Date, the amount of the instalments by which the Loan shall be repaid under Clause 6.1(a) above on any such Repayment Date (as reduced by any earlier operation of this Clause 6.1(b)) shall be reduced pro rata to such reduction in the Total Commitments and such instalments within the Facility shall also be reduced on a pro rata basis.

(c) So long as no Cash Sweep Termination Notice has been delivered, if the Borrower delivers a Cash Sweep Extension Notice then the first two Scheduled Amortisation Payments shall be reduced by 50%.

(d) No amounts repaid under this Clause 6.1 may be reborrowed.

6.2 Final Repayment Date

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

7 Illegality, Prepayment and Cancellation

7.1 Illegality

If it becomes unlawful (including, without limitation, under applicable Sanctions Laws) in any applicable jurisdiction for a Lender to perform any of its obligations or to collect or claim any amount under the Loan as contemplated by this Agreement or to fund or maintain its participation in the Loan:

(a) that Lender shall promptly notify the Agent upon becoming aware of that event;

(b) upon the Agent notifying the Borrower, each Available Commitment of that Lender will be immediately cancelled and the undrawn Total Commitments shall each be reduced rateably; and

(c) to the extent that the Lender's participation has not been transferred pursuant to Clause 31.1 (Assignments or Transfers by the Lenders), the Borrower shall repay that Lender's participation in the Loan on the last day of the Interest Period for such period occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender's

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corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.

7.2 Mandatory Prepayment - Change of Control

(a) Each Obligor shall promptly notify the Agent upon becoming aware of a Change of Control.

(b) If a Change of Control occurs and unless the Agent has previously approved the Change of Control (acting on the instructions of all Lenders, whose consent shall not be unreasonably withheld or delayed) the Total Commitments shall be cancelled with effect from the date such Change of Control occurs and the Loan and all other outstanding obligations under this Agreement and any of the other Finance Documents shall be payable not later than the date falling sixty (60) days after the date on which such Change of Control occurs.

7.3 Mandatory Prepayment – Security Value

In the event that, following the receipt of the notice from the Agent under Clause 25.12 (Security Shortfall), the Borrower does not comply with the provisions of Clause 25.12 (Security Shortfall), the Borrower shall be immediately obliged to prepay such amount of the Loan as shall be required in order to ensure that the Security Value equals or exceeds the Minimum Value.

7.4 Mandatory prepayment - Sale or Total Loss of a Mortgaged Vessel

In connection with any sale or Total Loss of a Mortgaged Vessel, on the applicable Disposal Repayment Date relating to such Mortgaged Vessel, the Borrower shall prepay such amount of the Loan as may be necessary to ensure that the outstanding Loan after such date will be reduced by an amount equal to the product of (a) the outstanding amount of the Loan multiplied by (b) the amount equal to (i) the Market Value of such Mortgaged Vessel divided by (ii) the aggregate Market Value of all Mortgaged Vessels.

7.5 Mandatory prepayment – Cash Sweep

(a) On each Cash Sweep Date falling during the Cash Sweep Period, the Borrower shall prepay the Loan in an amount equal to 100 per cent. (100%) of the aggregate amount of Cash held by any Group Member on such Cash Sweep Date which is greater than:

(i) for the first two Cash Sweep Dates ending after the Initial Borrowing Date, US$75,000,000; and

(ii) for each subsequent Cash Sweep Date during the Cash Sweep Period, US$50,000,000,

subject to a maximum amount equal to the Cash Sweep Cap Amount for that Cash Sweep Date and provided that "Cash" for these purposes shall be deemed to:

(A) include the amount of any cash from operations (but not, for the avoidance of doubt, any Cash relating to the proceeds of sale of a Fleet Vessel) used as consideration for any purchase of a Fleet Vessel acquired after the date which is twelve (12) months after the Initial Borrowing Date; and

(B) exclude the amount of any Cash relating to the proceeds of the sale of a Fleet Vessel.

(b) So long as no Cash Sweep Termination Notice has been delivered at that time, the Borrower may elect to extend the Cash Sweep Period until the date which is thirty-six

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(36) months after the Initial Borrowing Date if, not later than 20 Business Days prior to the Repayment Date falling 27 months after the Initial Borrowing Date, the Borrower delivers a Cash Sweep Extension Notice to the Agent.

(c) The amount to be prepaid on each Cash Sweep Date will be determined by the Borrower and notified together with accompanying calculations and information to the Agent not later than five (5) Business Days prior to the relevant Cash Sweep Date, provided that if the Agent (acting reasonably) does not agree with the amount notified to it by the Borrower then the Agent shall notify the Borrower in writing on the next following Business Day of the reasons for which it does not agree that the Borrower's calculations reflect the applicable terms of this Agreement, whereupon the Borrower shall be required to recalculate and re-submit such notification and accompanying information in accordance with this paragraph (c) by no later than 11:00 a.m. on the Business Day following such notification by the Agent.

7.6 Voluntary Cancellation

At any time the Borrower may, if it gives the Agent not less than three (3) Business Days' prior notice, cancel the whole or any part of an Available Facility. Upon any such cancellation the Commitments of the Lenders shall be reduced rateably.

7.7 Voluntary Prepayment

The Borrower may, if it gives the Agent not less than 30 days' (or such shorter period as the Lenders may agree) prior written notice, prepay at the end of any Interest Period the whole or any part of the Loan but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of five million Dollars (US$5,000,000) (or such lesser amount as may be acceptable to the Agent) and is a multiple of one million Dollars (US$1,000,000) on any day in respect of the amount to be prepaid.

7.8 Right of Replacement or Cancellation and Prepayment in Relation to a Single Lender

(a) If:

(i) any sum payable to any Lender by an Obligor is required to be increased under Clause 12.2 (Tax Gross-up); or

(ii) any Lender claims indemnification from an Obligor under Clause 12.3 (Tax Indemnity) or Clause 13.1 (Increased Costs),

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment of that Lender's participation in the Loan or give the Agent notice of its intention to replace that Lender in accordance with Clause 7.8(d) below.

(b) On receipt of a notice referred to in Clause 7.8(a) above in relation to a Lender, the Commitment of that Lender shall immediately be reduced to zero and (unless the Commitment of the relevant Lender is replaced in accordance with Clause 7.8(d) below), the Commitments shall be reduced rateably.

(c) On the last day of each Interest Period which ends after the Borrower has given notice under Clause 7.8(a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in the Loan together with all interest and other amounts due to that Lender under the Finance Documents.

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(d) The Borrower may, in the circumstances set out in Clause 7.8(a) above and if an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality), on ten (10) Business Days' prior written notice to the Agent and the relevant Lender, replace that Lender by requiring that Lender to transfer (and, to the extent permitted by law, that Lender shall transfer) pursuant to Clause 31 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank or financial institution selected by the Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 31 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the aggregate of:

(i) the outstanding principal amount of such Lender's participation in the Loan;

(ii) all accrued interest owing to such Lender;

(iii) the Break Costs which would have been payable to such Lender pursuant to Clause 10.6 (Break Costs) had the Borrower prepaid in full that Lender's participation in the Loan on the date of the transfer; and

(iv) all other amounts payable to that Lender under the Finance Documents on the date of the transfer.

(e) The replacement of a Lender pursuant to Clause 7.8(d) above shall be subject to the following conditions:

(i) the Borrower shall have no right to replace the Agent;

(ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and

(iii) in no event shall the Lender replaced under Clause 7.8(d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

(f) If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent twenty (20) Business Days' notice of the cancellation of the undrawn Commitment of that Lender.

7.9 Automatic Cancellation

Any part of the Total Commitments which has not become available by the end of the Availability Period relating to that part of the Total Commitments shall be automatically cancelled at close of business in London on the last day of the relevant Availability Period.

7.10 Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this Agreement shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs if the prepayment is not made on the last day of the relevant Interest Period, without premium or penalty. Any cancellation of any part of the Total Commitments pursuant to this Agreement shall be made without premium or penalty.

(c) The Borrower may not reborrow any part of the Facility which is repaid or prepaid.

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(d) The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

(g) If any Commitments are partially reduced under this Agreement (other than under Clause 7.1 (Illegality) and Clause 7.8 (Right of Cancellation and Prepayment in Relation to a Single Lender)), the Commitments of the Lenders shall be reduced rateably.

(h) Any prepayment of the Loan pursuant to Clause 7.3 (Mandatory Prepayment – Security Value) to Clause 7.5 (Mandatory prepayment – Cash Sweep) and Clause 7.7 (Voluntary Prepayment) shall be applied against the Loan pro rata to each Lender's participation in the Loan and pro rata against each amortisation payment.

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Section 5. Costs Of Utilisation

8 Interest

8.1 Calculation of Interest

The rate of interest on the Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin; and

(b) LIBOR.

8.2 Payment of Interest

The Borrower shall pay accrued interest on the Loan on the last day of each Interest Period.

8.3 Default Interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to Clause 8.3(b) below, is two per cent. (2%) higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted the Loan for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing in accordance with this Clause 8.3 shall be immediately payable by the Obligor on demand by the Agent.

(b) If any overdue amount consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be two per cent. (2%) higher than the rate which would have applied if the overdue amount had not become due.

(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

8.4 Notification of Rates of Interest

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

(b) The Agent shall promptly notify the Borrower of each Funding Rate relating to the Loan.

9 Interest Periods

9.1 Selection of Interest Periods

(a) The Borrower may select an Interest Period for the Loan in the Utilisation Request or (if the Loan has already been borrowed) in a Selection Notice.

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(b) Each Selection Notice is irrevocable and must be delivered to the Agent by the Borrower not later than 10:00 a.m. three (3) Business Days before the first day of the relevant Interest Period.

(c) If the Borrower fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will be three months.

(d) Subject to this Clause 9, the Borrower may select an Interest Period of three or six months or any other period agreed between the Borrower and the Agent (acting on the instructions of all the Lenders in relation to the relevant Loan).

(e) No Interest Period shall extend beyond the Final Repayment Date.

9.2 Non-Business Days

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

9.3 Commencement of Interest Periods

Each Interest Period shall start on the Utilisation Date or (if already made) on the last day of its preceding interest period.

10 Changes to the Calculation of Interest

10.1 Unavailability of Screen Rate

(a) Interpolated Screen Rate: If no Screen Rate is available for LIBOR for an Interest Period, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to that Interest Period.

(b) Shortened Interest Period: If no Screen Rate is available for LIBOR for an Interest Period and it is not possible to calculate the Interpolated Screen Rate, that Interest Period shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable LIBOR for that shortened Interest Period shall be determined pursuant to the definition of "LIBOR".

(c) Shortened Interest Period and Historic Screen Rate: If an Interest Period is, after giving effect to paragraph (b) above, either the applicable Fallback Interest Period or shorter than the applicable Fallback Interest Period and, in either case, no Screen Rate is available for LIBOR for that Interest Period and it is not possible to calculate the Interpolated Screen Rate, the applicable LIBOR shall be the Historic Screen Rate for that Loan.

(d) Shortened Interest Period and Interpolated Historic Screen Rate: If paragraph (c) above applies but no Historic Screen Rate is available for an Interest Period, the applicable LIBOR shall be the Interpolated Historic Screen Rate for a period equal in length to that Interest Period.

(e) Base Reference Bank Rate: If paragraph (d) above applies but it is not possible to calculate the Interpolated Historic Screen Rate, the Interest Period shall, if it has been shortened pursuant to paragraph (b) above, revert to its previous length and the applicable LIBOR shall be the Base Reference Bank Rate as of 11:00 a.m. on the Quotation Day for the currency of the Loan and for a period equal in length to that Interest Period.

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(f) Cost of funds: If paragraph (e) above applies but no Base Reference Bank Rate is available for the relevant currency or Interest Period there shall be no LIBOR for the Loan and Clause 10.4 (Cost of funds) shall apply to the Loan for that Interest Period.

10.2 Calculation of Base Reference Bank Rate

(a) Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Base Reference Bank Rate but a Base Reference Bank does not supply a quotation by 11:00 a.m. on the Quotation Day, the Base Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Base Reference Banks.

(b) If at or about noon on the Quotation Day none or only one of the Base Reference Banks supplies a quotation, there shall be no Base Reference Bank Rate for the relevant Interest Period.

10.3 Market disruption

If before close of business in London on the Quotation Day for the relevant Interest Period the Agent receives notifications from a Lender or Lenders (whose participations in the Loan exceed fifty per cent. (50%) of that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of LIBOR then Clause 10.4 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

10.4 Cost of funds

(a) If this Clause 10.4 applies, the rate of interest on the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

(ii) the weighted average of the rates notified to the Agent by each Lender as soon as practicable and in any event before the date on which interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Loan from whatever source it may reasonably select.

(b) If this Clause 10.4 applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

(c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

(d) If this Clause 10.4 applies pursuant to Clause 10.3 (Market disruption) and:

(i) a Lender's Funding Rate is less than LIBOR; or

(ii) a Lender does not supply a quotation by the time specified in paragraph (a)(ii) above,

the cost to that Lender of funding its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.

(e) If this Clause 10.4 applies pursuant to Clause 10.1 (Unavailability of Screen Rate) but any Lender does not supply a quotation by the time specified in paragraph (a) (ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders.

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10.5 Notification to Borrower

If Clause 10.4 (Cost of funds) applies the Agent shall, as soon as is practicable, notify the Borrower.

10.6 Break Costs

(a) The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or any Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the Loan or that Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

11 Fees

The Borrower shall pay the fees set out in any Fee Letter in the amounts and at the times set out in such Fee Letter.

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Section 6. Additional Payment Obligations

12 Tax Gross-up and Indemnities

12.1 Definitions

(a) In this Agreement:

"Protected Party" means a Finance Party or, in relation to Clause 14.4 (Indemnity Concerning Security) and Clause 14.9 (Interest) insofar as it relates to interest on any amount demanded by that Indemnified Person under Clause 14.4 (Indemnity Concerning Security), any Indemnified Person, which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

"Qualifying Lender" means a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and which is:

(i) resident in Denmark for tax purposes and/or lending through a permanent establishment in Denmark;

(ii) not related to the Borrower within the meaning of Section 3 B of the Danish Tax Inspection Act (Skattekontrolloven) such that the debt would be classified as controlled debt as defined in Section 2(1)(d) of the Danish Corporate Tax Act (Selskabsskatteloven);

(iii) resident for tax purposes in an EU member state and entitled to relief pursuant to the EU Interest and Royalties Directive (Directive 2003/49/EC); or

(iv) a Treaty Lender.

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

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

"Tax Payment" means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax Gross-up) or a payment under Clause 12.3 (Tax Indemnity).

"Treaty Lender" means a Lender which:

(i) is treated as a resident of a Treaty State for the purposes of the Treaty;

(ii) does not carry on business in the jurisdiction of incorporation of the Borrower through a permanent establishment with which that Lender's participation in that advance is effectively connected; and

(iii) fulfils any other conditions which must be fulfilled under the Treaty by residents of that Treaty State in order for such residents to obtain full exemption from taxation on interest imposed by the jurisdiction of incorporation of the Borrower, except that for this purpose it shall be assumed that any necessary procedural formalities are satisfied.

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"Treaty State" means a jurisdiction having a double taxation agreement (a "Treaty") with the jurisdiction of incorporation of the Borrower which makes provision for full exemption from tax imposed by that jurisdiction on payments under a Finance Document.

(b) Unless a contrary indication appears, in this Clause 12 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

12.2 Tax Gross-up

(a) Each Obligor shall make all payments to be made by it under any Finance Document without any Tax Deduction, unless a Tax Deduction is required by law.

(b) The Borrower shall, promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower and that Obligor.

(c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor under the relevant Finance Document shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d) A payment shall not be increased under Clause 12.2(c) above by reason of a Tax Deduction on account of Tax if on the date on which the payment falls due:

(i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or

(ii) the relevant Lender is a Qualifying Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under Clause 12.2(g) (as applicable to it).

(e) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(f) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment, evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(g) A Qualifying Lender and the Obligor which makes a payment to which that Qualifying Lender or a Lender acting through a Facility Office in Denmark is entitled shall co-operate in completing any procedural formalities which might reasonably be considered to be necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

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12.3 Tax Indemnity

(a) The Borrower shall (within five (5) Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party evidences will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b) Clause 12.3(a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party:

(A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B) under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

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

(ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 12.2 (Tax Gross-up) or relates to a FATCA Deduction required to be made by a party; or

(iii) to the extent a loss, liability or cost would have been compensated for by an increased payment under Clause 12.2 (Tax Gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 12.2 (Tax Gross-up) applied.

(c) A Protected Party making, or intending to make a claim under Clause 12.3(a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.

(d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3, notify the Agent.

12.4 Tax Credit

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

(a) a Tax Credit is attributable to:

(i) an increased payment of which that Tax Payment forms part,

(ii) that Tax Payment; or

(iii) a Tax Deduction in consequence of which that Tax Payment was required; and

(b) that Finance Party has obtained and utilised that Tax Credit,

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

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12.5 Lender Status Confirmation

(a) Each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate, Assignment Agreement or Increase Confirmation which it executes on becoming a Party, and for the benefit of the Agent and without liability to the Borrower, which of the following categories it falls in:

(i) not a Qualifying Lender;

(ii) a Qualifying Lender (other than a Treaty Lender); or

(iii) a Treaty Lender.

(b) If a New Lender or an Increase Lender fails to indicate its status in accordance with this Clause 12.6 then such New Lender or Increase Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower or the Obligor). For the avoidance of doubt, a Transfer Certificate, Assignment Agreement or Increase Confirmation shall not be invalidated by any failure of a Lender to comply with this Clause 12.6.

(c) For the avoidance of doubt, Clause 12.5 is without prejudice to Clause 12.2(d), which applies to the payments to a Lender which comes a Party to this Agreement after the date of this Agreement, as well as to the Original Lenders.

12.6 Stamp Taxes

The Borrower shall pay and, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.7 Value Added Tax

(a) All amounts set out, or expressed in a Finance Document to be payable by any party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 12.7(b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such party).

(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any party to a Finance Document other than the Recipient (the "Subject Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration):

(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Subject Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Subject Party an amount equal to any credit or

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repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c) Where a Finance Document requires any party to it to reimburse or indemnify a Finance Party for any cost or expense, that party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment of in respect of such VAT from the relevant tax authority.

(d) Any reference in this Clause 12.8 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant Member State of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be)).

(e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

12.8 FATCA Information

(a) Subject to Clause 12.8(c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party;

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA;

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased

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to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Clause 12.8(a) above shall not oblige any Finance Party to do anything, and Clause 12.8(a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with Clause 12.8(a)(i) or (ii) above (including, for the avoidance of doubt, where Clause 12.8(c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e) If the Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten (10) Business Days of:

(i) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

(ii) where the Borrower is a US Tax Obligor on a Transfer Date or date on which an increase in Commitments takes effect pursuant to Clause 2.2 (Increase) and the relevant Lender is a New Lender or an Increase Lender, the relevant Transfer Date or date on which an increase in Commitments takes effect pursuant to Clause 2.2 (Increase); or

(iii) where the Borrower is not a US Tax Obligor, the date of a request from the Agent,

supply to the Agent:

(A) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(B) any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f) The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to Clause 12.8(e) above to the relevant Borrower.

(g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to Clause 12.8(e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.

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(h) The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to Clauses 12.8(e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with Clauses 12.8(e), (f) or (g) above.

12.9 FATCA Deduction

(a) Each Party may make any FATCA Deduction from a payment under this Agreement that it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent and the Agent shall notify the other Finance Parties.

13 Increased Costs

13.1 Increased Costs

(a) Subject to Clause 13.3 (Exceptions), the Borrower shall, within three (3) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i) the introduction after the date of this Agreement of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(ii) compliance with any law or regulation made after the date of this Agreement.

(b) In this Agreement:

"Increased Costs" means:

(i) a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall capital;

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

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

"Basel III" means:

(i) the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

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(ii) the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(iii) any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".

13.2 Increased Cost Claims

(a) A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

(c) The Borrower shall not be obliged to compensate a Finance Party in respect of any claim pursuant to Clause 13.1 (Increased Costs) which relates to Increased Costs incurred more than twelve (12) months prior to the date on which the Finance Party (or the Agent in accordance with paragraph (a) above) notifies the Agent of the event giving rise to the claim.

13.3 Exceptions

(a) Clause 13.1 (Increased Costs) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by an Obligor;

(ii) attributable to a FATCA Deduction required to be made by a Party;

(iii) compensated for by Clause 12.3 (Tax Indemnity) (or would have been compensated for under Clause 12.3 (Tax Indemnity) but was not so compensated solely because any of the exclusions in Clause 12.3(b) (Tax Indemnity) applied);

(iv) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

(v) attributable to the implementation or application of or compliance with the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) ("Basel II") or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

(b) In this Clause 13.3, a reference to a "Tax Deduction" has the same meaning given to the term in Clause 12.1 (Definitions).

14 Other Indemnities

14.1 Currency Indemnity

(a) If any sum due from an Obligor under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted

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from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

(i) making or filing a claim or proof against that Obligor; and/or

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall, as an independent obligation, within three (3) Business Days of demand by a Finance Party, indemnify each Finance Party to whom that Sum is due against any Losses arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2 Other Indemnities

The Borrower shall (or shall procure that another Obligor will), within three (3) Business Days of demand by a Finance Party, indemnify each Finance Party against any and all Losses incurred by that Finance Party as a result of:

(a) the occurrence of any Event of Default;

(b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any and all Losses arising as a result of Clause 35 (Sharing Among the Finance Parties);

(c) funding, or making arrangements to fund, its participation in the Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);

(d) the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower; or

(e) any claim, action, civil penalty or fine against, any settlement, and any other kind of loss or liability, and all reasonable costs and expenses (including reasonable counsel fees and disbursements) incurred by the Agent or any Finance Party as a result of the conduct of an Obligor or any of their partners (where such Obligor is a partnership) directors, officers, employees, agents or advisors that violates any Sanctions Laws, and shall cover any cost, loss or liability incurred by each Finance Party in any jurisdiction arising or asserted under or in connection with any Sanctions Laws as a result of the aforementioned.

14.3 Indemnity to the Agent and the Security Agent

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

(a) any and all Losses incurred by the Agent or the Security Agent (acting reasonably) as a result of:

(i) investigating any event which it reasonably believes is a Default;

(ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

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(iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement;

(iv) any action taken by the Agent or the Security Agent or any of their representatives, agents or contractors in connection with any powers conferred by any Security Document to remedy any breach of any Obligor's obligations under the Finance Documents; and

(b) any Losses incurred by the Agent (otherwise than by reasons of the Agent's gross negligence or wilful misconduct or, in the case of any Losses pursuant to Clause 36.12 (Disruption to Payment Systems Etc.) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents.

14.4 Indemnity Concerning Security

(a) The Borrower shall (or shall procure that another Obligor will) promptly indemnify each Indemnified Person against any cost, expense, loss or liability incurred by it in connection with:

(i) any failure by the Borrower to comply with its obligations under Clause 16 (Costs and Expenses);

(ii) the taking, holding, protection or enforcement of the Security Documents;

(iii) the exercise or purported exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver or Delegate by the Finance Documents or by law unless and to the extent that it was caused by its gross negligence or wilful misconduct;

(iv) any claim (whether relating to the environment or otherwise) made or asserted against the Indemnified Person which would not have arisen but for the execution or enforcement of one or more Finance Documents (unless and to the extent it is caused by the gross negligence or wilful misconduct of that Indemnified Person);

(v) any breach by any Obligor of the Finance Documents; or

(vi) its role (as applicable) as Security Agent, Receiver or Delegate under the Finance Documents or otherwise in connection with the Charged Property (otherwise, in each case, than by reason of the relevant Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct).

(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the other Finance Parties, indemnify itself out of the Trust Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.4 and shall have a lien on the Trust Property and the proceeds of the enforcement of the relevant Security Documents for all monies payable to it.

14.5 Indemnity Concerning Claims

The Guarantors hereby indemnify and agree to hold harmless each of the Finance Parties and in each case each of its and their Affiliates and each of their respective officers, directors, employees, agents, advisors and representatives (each, an "Indemnified Party") from and against any and all Losses joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any claim, investigation, litigation or proceeding (or the preparation of any defence with

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respect thereto) commenced or threatened in relation to the Agreement (or the transactions contemplated hereby or thereby) or any use made or proposed to be made with the proceeds of the Facility except to the extent that such Losses resulted from such Indemnified Party's gross negligence or wilful misconduct.

14.6 Environmental Indemnity

(a) Without in any way limiting the generality of the other provisions contained in this Clause 14, the Borrower shall (or shall procure that an Obligor will), on demand, defend, protect, indemnify, save and hold harmless each Indemnified Person, without prejudice to any of their other rights under this Agreement and the other Finance Documents, from and against any and all Losses, demands, actions, proceedings (whether civil or criminal), penalties, fines, damages, judgments, orders, sanctions or other outgoings of whatever nature which may be suffered, incurred or paid by, or made or asserted against the Indemnified Persons or any of them at any time, whether before or after the repayment in full of principal and interest under this Agreement, in connection with or arising out of any Environmental Claim or otherwise arising out of or related to assets which is subject to any Security Documents, including:

(i) the actual or alleged presence of Hazardous Materials on, in, under or affecting all or any of the Mortgaged Vessels, any body of water, any other public domain or any surrounding areas, whether or not the same originates or emanates from the Mortgaged Vessels or from properties at which any Hazardous Materials generated, stored or handled by the Borrower were Released or disposed of; or

(ii) any Environmental Claim or other environmental action relating to the Vessels (or any of them) or any of the assets which are the subject of any of the Security Documents (the "Indemnified Matters"), whether any of the Indemnified Matters arise before or after acceleration of the Loan pursuant to Clause 29.22 (Acceleration) including, without limitation, (A) the costs of removal of any and all Hazardous Materials from all or any of the Mortgaged Vessels, any body of water, any other public domain or any surrounding areas, (B) additional costs required to take reasonable precautions to protect against the Release of Hazardous Materials on, in, under or affecting the Mortgaged Vessels into the air, any body of water, any other public domain or any surrounding areas, and (C) costs incurred to comply, in connection with all or any portion of the Project, with all applicable Environmental Laws with respect to Hazardous Materials, except to the extent that any such Indemnified Matter arises solely from the gross negligence or wilful misconduct of that Indemnified Person; or

(iii) any other loss incurred by the Finance Party due to any non compliance of any Environmental Laws applicable to the Obligors and/or the Mortgaged Vessels.

(b) In no event shall any site visit, observation, or testing by any Finance Party (or any representative of any such Finance Party) be deemed to be a representation or warranty that Hazardous Materials are or are not present with respect to the Mortgaged Vessel or that there has been or shall be compliance with any Environmental Law.

(c) Neither the Borrower nor any other person is entitled to rely on any site visit, observation, or testing by any Finance Party or its representative.

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(d) No Finance Party owes any duty of care to protect the Borrower or any other person against, or to inform the Borrower or any other person of, any Hazardous Materials or any other adverse condition affecting the Mortgaged Vessels.

(e) No Finance Party shall be obligated to disclose to the Borrower or any other person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by any Finance Party or its representatives.

(f) Notwithstanding anything to the contrary set forth above in this Clause 14.6, if any event occurs with respect to a Fleet Vessel (other than a Mortgaged Vessel) in respect of which indemnification may be sought from the Borrower under this Clause 14.6, the Indemnified Person seeking such indemnification shall only be indemnified if it notifies the Borrower in writing within a reasonable time after the relevant Indemnified Person becomes aware of such event and shall, to the extent legally permitted and only if it would not prejudice the defence or making of such claim, consult with the Borrower with respect to the conduct of the relevant claim, action or proceeding, conducts such action or proceeding properly and diligently (based on advice from its legal counsel, to the extent permitted by law and without being under any obligation to disclose any information which it is not lawfully permitted to disclose) and does not settle any such claim, action or proceeding without the Borrower's prior written consent (such consent not to be unreasonably withheld or delayed.

14.7 Continuation of Indemnities

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

14.8 Third Parties Act

Each Indemnified Person may rely on the terms of Clause 14.4 (Indemnity Concerning Security) and Clauses 12 (Tax Gross-up and Indemnities) and 14.9 (Interest) insofar as it relates to interest on any amount demanded by that Indemnified Person under Clause 14.4 (Indemnity Concerning Security), subject to Clause 1.3 (Third Party Rights) and the provisions of the Third Parties Act.

14.9 Interest

Moneys becoming due by the Borrower to any Indemnified Person under the indemnities contained in this Clause 14 (Other Indemnities) shall be paid within five (5) Business Days following on demand from such Indemnified Person and shall be paid together with interest on the sum demanded from the date which is five (5) Business Days following the date of demand therefor to the date of reimbursement by the Borrower to such Indemnified Person (both before and after judgment) at the rate referred to in Clause 8.3 (Default Interest).

14.10 Exclusion of Liability

No Indemnified Person will be in any way liable or responsible to any Obligor (whether as a mortgagee in possession or otherwise) who is a Party or is a party to a Finance Document to which this clause applies for any loss or liability arising from any act, default, omission or misconduct of that Indemnified Person, except to the extent caused by its own gross negligence or wilful misconduct. Any Indemnified Person may rely on this Clause 14.10, subject to Clause 1.3 (Third Party Rights) and the provisions of the Third Parties Act.

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15 Mitigation by the Lenders

15.1 Mitigation

(a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in the Facility ceasing to be available or any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax Gross-up and Indemnities) or Clause 13.1 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Clause 15.1(a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

15.2 Limitation of Liability

(a) The Borrower shall promptly indemnify each Finance Party for all costs and expenses incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

(b) A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16 Costs and Expenses

16.1 Transaction Expenses

The Borrower shall promptly, regardless of whether any Utilisation has occurred, within five (5) Business Days of demand pay any Finance Party the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants and advisers) reasonably incurred by any of them (and by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution, registration and perfection and any release, discharge or reassignment of:

(a) this Agreement, any Hedging Master Agreement and any other documents referred to in this Agreement and the Security Documents;

(b) any other Finance Documents executed or proposed to be executed after the date of this Agreement including any executed to provide additional security under Clause 25 (Minimum Security Value); or

(c) any Security Interest expressed or intended to be granted by a Finance Document.

16.2 Amendment Costs

If an Obligor requests an amendment, waiver or consent, the Borrower shall, within five (5) Business Days of demand, reimburse the Agent or the Security Agent for the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants and advisers) reasonably incurred by the Agent or the Security Agent (and by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

16.3 Security Agent's management time and additional remuneration

(a) Any amount payable to the Security Agent under Clause 14.3 (Indemnity to the Agent and the Security Agent) and this Clause 16 following the occurrence of an Event of

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Default and while it is continuing shall include the cost of utilising the Security Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to the Borrower and the Lenders, and is in addition to any other fee paid or payable to the Security Agent.

(b) Without prejudice to paragraph (a) above, in the event of:

(i) the Security Agent being requested by an Obligor or the Majority Lenders to undertake duties which the Security Agent and the Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Finance Documents; or

(ii) the Security Agent and the Borrower agreeing that it is otherwise appropriate in the circumstances,

the Borrower shall pay to the Security Agent any additional remuneration that may be agreed between them or determined pursuant to paragraph (c) below.

(c) If the Security Agent and the Borrower fail to agree upon the nature of the duties, or upon the additional remuneration referred to in paragraph (b) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Borrower or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrower) and the determination of any investment bank shall be final and binding upon the Parties.

16.4 Enforcement, Preservation and Other Costs

The Borrower shall within five (5) Business Days of demand by a Finance Party, pay to each Finance Party the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants, brokers, surveyors and advisers) incurred by that Finance Party in connection with:

(a) the enforcement of, or the preservation of any rights under, any Finance Document and any proceedings initiated by or against any Indemnified Person and as a consequence of holding the Charged Property or enforcing those rights;

(b) any valuation carried out under Clause 25 (Minimum Security Value); or

(c) any inspection carried out once a year under Clause 23.8 (Inspection and Notice of Drydockings).

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Section 7. Guarantee

17 Guarantee and Indemnity

17.1 Guarantee and Indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a) guarantees to the Security Agent (as trustee for the Finance Parties) and the other Finance Parties punctual performance by each other Obligor of all such Obligor's obligations under the Finance Documents;

(b) undertakes with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c) agrees with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have become due. The amount payable by the Guarantors under this indemnity will not exceed the amount it would have had to pay under this Clause 17.1 if the amount claimed had been recoverable on the basis of a guarantee.

17.2 Continuing Guarantee

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

17.3 Reinstatement

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

17.4 Waiver of Defences

The obligations of each Guarantor under this Clause 17 will not be affected by an act, omission, matter or thing (whether or not known to it or any Finance Party) which, but for this Clause 17.4, would reduce, release or prejudice any of its obligations under this Clause 17 including (without limitation):

(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any other Group Member;

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(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security;

(g) any insolvency or similar proceedings; or

(h) any change in name, authorised activities, capital stock, corporate existence, structure, personnel or ownership of the Borrower or any other Obligor.

17.5 Guarantor Intent

Without prejudice to the generality of Clause 17.4 (Waiver of Defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

17.6 Immediate Recourse

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

17.7 Appropriations

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

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and none of the Guarantors shall be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 17.

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17.8 Deferral of Guarantors' Rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17:

(a) to be indemnified by another Obligor;

(b) to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

(d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which a Guarantor has given a guarantee, undertaking or indemnity under this Clause 17;

(e) to exercise any right of set-off against any other Obligor; and/or

(f) to claim or prove as a creditor of any other Obligor in competition with any Finance Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay an equal amount to the Agent or as the Agent may direct for application in accordance with Clause 36 (Payment Mechanics).

17.9 Additional Security

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

17.10 Danish Guarantee Limitations

(a) For the purposes of this Clause 17.10, "Equity" means the equity (in Danish "egenkapital") of any Guarantor formed under the laws of the Kingdom of Denmark (a "Danish Guarantor") calculated in accordance with applicable generally accepted accounting principles at the relevant time, adjusted if and to the extent any book value is not equal to the market value. The calculation of Equity shall not include the guarantee obligations pursuant to this guarantee.

(b) Notwithstanding any provision of this Clause 17 or of any other Finance Document, the obligations of any Danish Guarantor under this Clause 17 and under any Finance Document shall be limited to an amount equal to the higher of:

(i) the Equity of such Danish Guarantor at the date of this Agreement;

(ii) the Equity of such Danish Guarantor at the time such Danish Guarantor is requested to make a payment under this guarantee; and

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(iii) the aggregate fair market value at any time of the limited partnership interests in the Owners and the shares in any such Subsidiary, in each case which are owned by such Danish Guarantor.

(c) For the avoidance of doubt, nothing in this Clause 17.10 shall be construed so as to prejudice or impair the enforceability of any Transaction Security granted by any Danish Guarantor or any Transaction Security over the limited partnership interests in any Owner.

17.11 Singapore Guarantee Limitations

Notwithstanding any provision of this Clause 17 or of any other Finance Document, the obligations of any Singaporean Guarantor under this Clause 17 and under any Finance Document, the obligations of any Singaporean Guarantor under this Guarantee shall be limited to an amount equivalent to the higher of:

(a) the Equity of the Singaporean Guarantor at the date of this Guarantee

(b) the Equity of the Singaporean Guarantor at the time the Guarantor is request to make a payment under this Guarantee; and

(c) with respect to each Singaporean Guarantor which is an Owner, the aggregate fair market value at any time of the Mortgaged Vessels owned by such Singaporean Guarantor.

For the purposes of this Clause 17.11, "Equity" shall mean the equity of the Singaporean Guarantor in question calculated in accordance with GAAP at the relevant time, however, adjusted if and to the extent any book value is not equal to the market value. The calculation of Equity shall not include the guarantee obligations pursuant to this guarantee.

17.12 Release

A Guarantor shall be released from its obligations under this Clause 17 (and, with effect from the date of such release, shall be deemed to have resigned as a Guarantor and Obligor under the Finance Documents and shall no longer be considered a Guarantor or Obligor under the Finance Documents) if and to the extent all Mortgaged Vessels which it owns are sold and/or become a Total Loss provided that, in respect of a sale or Total Loss of a Mortgaged Vessel:

(a) the provisions of Clause 7.4 (Mandatory Prepayment - Sale or Total Loss of a Mortgaged Vessel) have been complied with to the Agent's satisfaction; and

(b) no Event of Default has occurred.

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Section 8. Representations, Undertakings and Events of Default

18 Representations

Each of the Borrower and the Guarantors makes and repeats the representations and warranties set out in this Clause 18 in relation to itself and any Transaction Documents to which it is a party to each Finance Party at the times specified in Clause 18.32 (Times When Representations are Made).

18.1 Status

(a) Each Obligor is duly incorporated or formed and validly existing under the laws of the jurisdiction of its incorporation or formation as a limited liability company, partnership or corporation.

(b) Each Obligor has power and authority to carry on its business as it is now being conducted and to own its property and other assets.

18.2 Binding Obligations

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

18.3 Power and Authority

(a) Each Obligor has power to enter into, perform and deliver and comply with its obligations under, and has taken all necessary action to authorise its entry into, performance and delivery of each Transaction Document to which it is or is to be a party and the transactions contemplated by those Transaction Documents.

(b) No limitation on any Obligor's powers to borrow, create security or give guarantees will be exceeded as a result of any transaction under, or the entry into of, any Transaction Document to which such Obligor is, or is to be, a party.

18.4 Non-conflict

The entry into and performance by each Obligor of, and the transactions contemplated by, the Transaction Documents and the granting of the Security Interests purported to be created by the Security Documents do not and will not conflict with:

(a) any present law or regulation or judicial or official order applicable to any Obligor;

(b) the Constitutional Documents of any Obligor; or

(c) any document, agreement or other instrument binding upon any Obligor or any Obligor's assets, and do not or will not constitute a default or termination event (however described) under any such agreement or instrument or result in the creation of any Security Interest (save for a Permitted Security Interest) on any Obligor's assets, rights or revenues.

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18.5 Validity and Admissibility in Evidence

(a) All Authorisations required or desirable:

(i) to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations under each Transaction Document to which it is a party;

(ii) to make each Transaction Document to which it is a party valid and enforceable and admissible in evidence in its Relevant Jurisdiction; and

(iii) to ensure that each of the Security Interests created under the Security Documents has the priority and ranking contemplated by them,

have been obtained or effected and are in full force and effect except any Authorisation referred to in Clause 18.12 (No Filing or Stamp Taxes), which Authorisation will be promptly obtained or effected within any applicable period.

(b) All Authorisations necessary for the conduct of the business, trade and ordinary activities of each Obligor as presently conducted have been obtained or effected and are in full force and effect, if and to the extent that failure to obtain those Authorisations has or is reasonably likely to have a Material Adverse Effect.

18.6 Governing Law and Enforcement

(a) Subject to the Legal Reservations, the choice of English law or any other applicable law as the governing law of any Transaction Document will be recognised and enforced in each relevant Obligor's Relevant Jurisdiction.

(b) Subject to the Legal Reservations, any judgment obtained in relation to a Transaction Document in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in each Obligor's Relevant Jurisdictions.

18.7 Information

Save as disclosed in writing to the Agent at least five (5) Business Days prior to the date of this Agreement:

(a) any Information is true and accurate in all material respects at the time it was given or made;

(b) there are no facts or circumstances or any other information which could make the Information incomplete, untrue, inaccurate or misleading in any material respect;

(c) the Information does not omit anything (including any off-balance sheet liabilities or other information, documents or agreements) which could make the Information incomplete, untrue, inaccurate or misleading in any material respect;

(d) all opinions, projections, forecasts or expressions of intention contained in the Information and the assumptions on which they are based have been arrived at after due and careful enquiry and consideration and were believed to be reasonable by the person who provided that Information as at the date it was given or made.

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(e) For the purposes of this Clause 18.7, "Information" means any factual information, documents, exhibits or reports relating to the Obligors or any other Group Member (excluding the Original Financial Statements covered by Clause 18.8 (Original Financial Statements)) provided by any Obligor or any other Group Member to any of the Finance Parties in connection with the Transaction Documents or the transactions referred to in them.

18.8 Original Financial Statements

(a) The Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b) The audited Original Financial Statements give a true and fair view of the financial condition and results of operations the Borrower and its Subsidiaries on a consolidated basis during the relevant period to which they relate.

(c) There has been no change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Borrower) since the date of the Original Financial Statements which might reasonably be expected to have a Material Adverse Effect.

(d) The Borrower has not omitted to disclose to the Agent in the Original Financial Statements or otherwise any off-balance sheet liabilities or other information, documents or agreements which if disclosed, could reasonably be expected to affect the decisions of the Finance Parties to enter into this Agreement.

18.9 Pari Passu Ranking

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

18.10 Ranking and Effectiveness of Security

Subject to the Legal Reservations and any applicable filing, registration or notice requirements, the Security Interest created by the Security Documents has (or will have when the Security Documents have been executed) the ranking in priority which it is expressed to have in the Security Documents, the Charged Property is not subject to any Security Interest other than Permitted Security Interests and such Security Interests will constitute perfected security on the assets described in the Security Documents.

18.11 No Insolvency

No corporate action, legal proceeding or other procedure or step described in Clause 29.10 (Insolvency Proceedings) or creditors' process described in Clause 29.11 (Creditors' Process) has been taken or, to the knowledge of any Obligor, threatened in relation to a Group Member and none of the circumstances described in Clause 29.9 (Insolvency Proceedings) applies to any Group Member.

18.12 No Filing or Stamp Taxes

Under the laws of each Obligor's Relevant Jurisdictions or any other jurisdiction where each Obligor conducts its business it is not necessary that any Transaction Document to which it is, or is to be, party be filed, registered, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to any such Transaction Document or the transactions contemplated by the Transaction Documents except any applicable filing, recording or enrolling or any tax or fee

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payable in relation to any Finance Document which will be made or paid promptly after the date of the relevant Finance Document.

18.13 Tax

No Obligor is required to make any deduction for or on account of Tax from any payment it may make under any Finance Document to which it is, or is to be, a party to Lender who is a Qualifying Lender.

18.14 No Default

(a) No Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

(b) No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on any Obligor or any other Group Member or to which any Obligor's (or any other Group Member's) assets are subject which has or is reasonably likely to have a Material Adverse Effect.

18.15 No Proceedings Pending or Threatened

No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect are (to the best of any Obligor's knowledge and belief having made due and careful enquiry) pending or threatened against any Obligor or any other Group Member.

18.16 No Breach of Laws

(a) Except as disclosed by an Obligor in writing to, and acknowledged in writing by the Agent, no Obligor has breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

(b) No labour dispute is current or, to the best of any Obligor's knowledge and belief (having made due and careful enquiry), threatened against any Obligor or other Group Member which have or are reasonably likely to have a Material Adverse Effect.

18.17 Environmental and Other Matters

(a) Except as disclosed by an Obligor in writing to, and acknowledged in writing by, the Agent (acting on the instructions of the Majority Lenders) no Environmental Law applicable to any Mortgaged Vessel and/or any Obligor and no provision of any Applicable Code (to the extent applicable in the discretion of the Agent (acting on the instructions of the Majority Lenders)) relating to any Mortgaged Vessel and/or any Obligor has been violated where such violation has or is reasonably likely to have a Material Adverse Effect.

(b) All consents, licences and approvals required under any Environmental Laws or any Applicable Code applicable to such Obligor have been obtained and are currently in force, if and to the extent that failure to obtain such consents, licenses and approvals or keep them in force has or is reasonably likely to have a Material Adverse Effect.

(c) No Environmental Claim has been made or, to the best of an Obligor's knowledge, threatened or is pending against any Obligor or any Mortgaged Vessel and there are

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no circumstances reasonably likely to form the basis of any Environmental Claim relating to any Mortgaged Vessel or against or affecting any Obligor or any other person in connection with any Mortgaged Vessel, where such Environmental Claim has or is reasonably likely to have a Material Adverse Effect.

18.18 Tax Compliance

(a) No Obligor is materially overdue in the filing of any Tax returns or overdue in the payment of any amount in respect of Tax (except for income and property taxes and assessments which are being contested in good faith and with due diligence and where the relevant Obligor or the Group as a whole has adequate cash reserves in excess of such contested sums).

(b) No claims or investigations are being, or are reasonably likely to be, made or conducted against any Obligor with respect to Taxes such that a liability of, or claim against, any Obligor is reasonably likely to arise for an amount for which adequate reserves have not been provided in the Original Financial Statements and which might have a Material Adverse Effect.

(c) The Borrower is resident for Tax purposes only in the jurisdiction notified to the Agent from time to time.

18.19 Security and Financial Indebtedness

(a) No Security Interest exists over all or any of the present or future assets of any Obligor in breach of this Agreement, other than those which have been disclosed in writing to the Agent before the date of this Agreement.

(b) No Obligor has any Financial Indebtedness outstanding in breach of this Agreement.

(c) All of the Charged Property is freely assignable and chargeable in the manner contemplated by the Security Documents.

18.20 Legal and Beneficial Ownership

(a) Each Obligor is the sole legal and beneficial owner of the respective assets over which it purports to grant a Security Interest under the Security Documents.

(b) Each Obligor has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted, in each case save to the extent that failure to have such title, leases, licences or Authorisations does not have and is not reasonably likely to have a Material Adverse Effect.

18.21 Shares

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

18.22 Accounting Reference Date

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

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18.23 No Adverse Consequences

It is not necessary under the laws of the Relevant Jurisdictions of any Obligor:

(a) in order to enable any Finance Party to enforce its rights under any Finance Document; or

(b) by reason of the execution of any Finance Document or the performance by any Obligor of its obligations under any Finance Document to which it is, or is to be, a party,

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

18.24 Copies of Documents

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

18.25 No Immunity

The execution and delivery by an Obligor of any Transaction Document to which such Obligor is a party constitutes, and the exercise of its respective rights and performance of its respective obligations under such Transaction Documents will constitute private and commercial acts performed for private and commercial purposes. No Obligor will (except for bankruptcy and similar proceedings) be entitled to claim for itself or any or all of its respective assets any immunity from suit, execution, attachment or other legal process in any proceedings taken in connection with such Transaction Documents.

18.26 Vessel Status

Each Mortgaged Vessel will, on the first day of the relevant Mortgage Period, be:

(a) owned and registered in the name of the relevant Owner through the relevant Registry as a ship under the laws and flag of the relevant Flag State;

(b) classed with the relevant Classification free of all overdue requirements and recommendations of the relevant Classification Society;

(c) insured in the manner required by the Finance Documents; and

(d) free of any Security Interests (other than Permitted Security Interests).

18.27 Vessel's Employment

Each Mortgaged Vessel:

(a) has been delivered, and accepted for service, under the Bareboat Charter and the Existing Charter Agreement set forth in Schedule 2 (Vessel Information) opposite the name of such Mortgaged Vessel; and

(b) is free of any other charter commitment which, if entered into after that date, would require approval under the Finance Documents.

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18.28 Address Commission

To the best knowledge of the Obligor (having made due inquiry), there are no rebates, commissions or other payments in connection with the Bareboat Charter or any Charter other than those referred to in it.

18.29 No Money Laundering

Each Obligor is acting for its own account in relation to the Facility and the performance and discharge of its respective obligations and liabilities under the Finance Documents and the transactions and other arrangements effected or contemplated by the Finance Documents. None of the Obligors is in contravention of any anti-money laundering law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article I of the Directive 2005/60/EF of the European Parliament and of the Council of 26 October 2005 amending Council Directive 91/308).

18.30 No Corrupt Practices

The Obligors have observed, and, to the best of their knowledge and belief, parties acting on their behalf have observed in the course of acting for any Obligor, all applicable laws and regulations relating to bribery and corrupt practices.

18.31 Sanctions

(a) Each Obligor and their respective directors, officers, joint ventures and employees and, to the best of each Obligor's knowledge, their respective agents and representatives (each acting in the capacity as agent or, as the case may be, representative for an Obligor) has been and is in compliance with Sanctions Laws.

(b) No Obligor nor any other Group Member or any Relevant Affiliate of any of them or their respective directors, officers, joint ventures or employees and, to the best of each Obligor's knowledge, their respective agents and representatives (each acting in the capacity as agent or, as the case may be, representative for an Obligor):

(i) is a Restricted Party, or is involved in any transaction through which it is likely to become a Restricted Party or acts directly or indirectly on behalf of a Restricted Party; or

(ii) is subject to or involved in any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws by any Sanctions Authority.

18.32 Times When Representations are Made

(a) All of the representations and warranties set out in this Clause 18 are made on the date of this Agreement and are deemed to be made on the dates of:

(i) the Utilisation Request for the Loan;

(ii) the Utilisation of the Loan; and

(iii) in respect of any Additional Guarantor, the delivery of an Accession Deed in respect of such Additional Guarantor.

(b) The Repeating Representations are deemed to be made on the first day of each Interest Period.

(c) The representations in Clause 18.26 (Vessel Status) relating to any Mortgaged Vessels which become Mortgaged Vessels after the date of this Agreement shall be made on the first day of the Mortgage Period for the relevant Mortgaged Vessel.

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(d) The representation and warranty in Clause 18.7 (Information), when made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date at which the Information (as defined in Clause 18.7 (Information)) was provided. Each other representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances then existing at the date the representation or warranty is deemed to be made.

19 Information Undertakings

Each Obligor undertakes that this Clause 19 will be complied with from the date of this Agreement until the end of the Facility Period.

In this Clause 19:

"Annual Financial Statements" means the financial statements for a financial year of the Group delivered pursuant to Clause 19.1(a) (Financial Statements).

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

19.1 Financial Statements

(a) The Borrower shall supply to the Agent, as soon as reasonably practicable, but in any event within one hundred and twenty (120) days (or, if that day is not a Business Day, the next Business Day) after the end of each financial year, the consolidated audited annual financial statements of the Borrower for that financial year.

(b) The Borrower shall supply to the Agent, as soon as reasonably practicable, but in any event within forty-five (45) days (or if that day is not a Business Day, the next Business Day) after the end of each financial quarter of each of its financial years (being 31 March, 30 June, 30 September and 31 December of each calendar year) the consolidated unaudited financial statements of the Borrower for that financial quarter.

(c) The Borrower shall supply to the Agent, as soon as reasonably practicable but in any event, on or prior to 1 December of any financial year, an annual Forecast for the Borrower (on a consolidated basis) for the immediately succeeding financial year.

19.2 Provision and Contents of Compliance Certificate

(a) The Borrower shall supply a Compliance Certificate to the Agent, with each set of Annual Financial Statements and the set of Quarterly Financial Statements for the financial quarter of the Borrower ending 30 June in each calendar year for the Group.

(b) Each Compliance Certificate accompanying the Annual Financial Statements or accompanying the Quarterly Financial Statements for any financial quarter ending on 30 June or 31 December in any calendar year shall, amongst other things, set out (in reasonable detail) computations as to compliance with Clause 20 (Financial Covenants) and confirmations of compliance with Clause 25 (Minimum Security Value).

(c) Each Compliance Certificate shall be signed on behalf of the Borrower by the chief executive officer and chief financial officer of the Borrower.

19.3 Requirements as to Financial Statements and Budget

(a) The Borrower shall procure that each set of Annual Financial Statements and Quarterly Financial Statements and each Forecast includes a profit and loss account, a

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balance sheet, a cashflow statement and written assumptions. In addition: (i) each set of Annual Financial Statements for the Borrower shall be audited by the Auditors, and (ii) each set of Quarterly Financial Statements for any financial quarter ending on 30 June or 31 December in any calendar year shall include a variance report for the previous financial quarter.

(b) Each set of financial statements delivered pursuant to Clause 19.1 (Financial Statements) shall give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group or (as the case may be) the relevant Obligor as at the date as at which those financial statements were drawn up.

(c) The Borrower shall procure that each set of financial statements and Forecast delivered pursuant to Clause 19.1 (Financial Statements) shall be prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements and Original Forecast as applicable, unless, in relation to any set of financial statements or Forecast, the Borrower notifies the Agent that there has been a change in GAAP or the accounting practices and the Borrower delivers to the Agent:

(i) a description of any change necessary for those financial statements or Forecast to reflect the GAAP or accounting practices and reference periods upon which corresponding Original Financial Statements or Original Forecast, as applicable, were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine (having regard to Clause 20.3 (Financial Testing)) whether Clause 20 (Financial Covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements or that Forecast and the Original Forecast, as applicable.

(d) If the Borrower updates or changes the Forecast in any material respect, it shall deliver to the Agent such updated or changed Forecast and a written explanation of the main changes in that Forecast, together with the next Compliance Certificate delivered pursuant to Clause 19.2.

19.4 Year-end

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

19.5 Information: Miscellaneous

(a) The Borrower shall supply to the Agent:

(i) at the same time as they are dispatched, copies of all documents dispatched by the Borrower to its shareholders generally (or any class of them) or dispatched by the Borrower or any other Obligor to its creditors generally (or any class of them);

(ii) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, or, to its knowledge, threatened or pending against it or any other Obligor, and which might, if adversely determined, be reasonably expected to have a Material Adverse Effect;

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(iii) promptly, such information as the Agent or the Security Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Security Documents;

(iv) promptly on request, such further information regarding the financial condition, business, vessels, properties, assets and operations of the Group and/or any Group Member (including, but not limited to, any amplification or explanation of any item in the financial statements, Forecast or other materials provided by any Obligor under this Agreement, changes to management of the group and (except for the Borrower) an up-to-date copy of its shareholders register (or equivalent in its jurisdiction of incorporation)) as any Finance Party through the Agent may from time to time reasonably request;

(v) promptly upon becoming aware of them, the details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanctions Laws by any Sanctions Authority against it, any Group Members, any of their joint ventures or any of their respective directors, officers, employees, or, in their capacity as agents or representatives of such Group Member, their agents or representatives, including information on what steps are being taken with regards to answer or oppose such; and

(vi) promptly upon becoming aware that it, any Obligor or any of their respective directors, officers, employees, agents or representatives is a Restricted Party.

(b) Each Obligor shall inform the Agent in writing as soon as reasonably practicable upon becoming aware of the same, but no later than ten (10) days thereafter: if any material Environmental Claim has been commenced or is threatened against any Obligor, or the Mortgaged Vessels, and of any facts or circumstances which will or are reasonably likely to result in any material Environmental Claim being commenced or threatened against any Obligor or the Mortgaged Vessels.

19.6 Notification of Default

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

19.7 Sufficient Copies

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

19.8 "Know Your Customer" Checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of an Obligor or the composition of the shareholders or the partners of an Obligor after the date of this Agreement; or

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(iii) a proposed assignment or transfer by a Lender or any Hedging Provider of any of its rights and/or obligations under this Agreement or any Hedging Contract to a party that is not a Lender or a Hedging Provider prior to such assignment or transfer,

obliges the Agent, the relevant Hedging Provider or any Lender (or, in the case of Clause 19.8(a)(iii) above, any prospective new Lender or new Hedging Provider) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender or any Hedging Provider supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender or any Hedging Provider) or any Lender or Hedging Provider (for itself or, in the case of the event described in Clause 19.8(a)(iii) above, on behalf of any prospective new Lender or Hedging Provider) in order for the Agent, such Lender or the relevant Hedging Provider, in the case of the event described in Clause 19.8(a)(iii) above, any prospective new Lender or new Hedging Provider to carry out and be satisfied with the results of all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b) Each Finance Party shall promptly upon the request of the Agent or the Security Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent or the Security Agent (in each case for itself) in order for it to carry out and be satisfied with the results of all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(c) The Borrower shall, by not less than 10 Business Days' prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Guarantor pursuant to Clause 32 (Changes to the Obligors).

(d) Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Guarantor obliges the Agent or any Lender to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Guarantor.

20 Financial Covenants

Each Obligor undertakes that this Clause 20 will be complied with from the date of this Agreement until the end of the Facility Period and tested on a semi-annual basis.

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20.1 Financial Definitions

In this Clause 20:

"Borrowings" means, at any time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) of any indebtedness of the Group for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of Finance Leases;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non recourse basis);

(f) any counter indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not a Group Member, which liability would fall within one of the other paragraphs of this definition;

(g) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services (other than legal or accounting services) and payment is due more than ninety (90) days after the date of supply;

(h) any amounts raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Final Repayment Date or which would under relevant applicable accounting principles be classified as borrowings under GAAP;

(i) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under GAAP; and

(j) (without double counting) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (i) above.

"Cash" means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of any Group Member and to which such Group Member is alone beneficially entitled for so long as:

(a) that cash is repayable on demand;

(b) repayment of that cash is not contingent on the prior discharge of any other indebtedness of any Group Member or of any other person whatsoever or on the satisfaction of any other condition;

(c) there is no Security Interest over that cash except for (i) Permitted Security Interests granted pursuant to the Finance Documents, (ii) Security Interests which have not yet become enforceable in accordance with their terms or (iii) Security Interests

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constituted by a netting or set-off arrangement entered into by Group Members in the ordinary course of their banking arrangements; and

(d) subject to paragraph (c), the cash is freely and immediately available to be applied in repayment or prepayment of the Facility or any other amounts and has not been specifically pledged and blocked including for example as cash collateral to cure a collateral maintenance test or support a derivate transaction,

and, for the avoidance of doubt, any cash at bank which does not fall within the above definition shall not represent "Cash" for the purposes of this Agreement except with the approval of the Agent.

"Cash Equivalents" means at any time:

(a) certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

(b) any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or any other country having a credit rating of Baa2 or higher by Standard & Poor's Rating Services or BBB or higher by Moody's Investors Service Limited or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(c) commercial paper not convertible or exchangeable to any other security:

(i) for which a recognised trading market exists;

(ii) issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or any other country having a credit rating of Baa2 or higher by Standard & Poor's Rating Services or BBB or higher by Moody's Investors Service Limited;

(iii) which matures within one year after the relevant date of calculation; and

(iv) which has a credit rating of either Baa2 or higher by S&P or BBB or higher by Moody's, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d) any investment in money market funds which (i) has a credit rating of either Baa2 or higher by S&P or BBB or higher by Moody's, (ii) which invest substantially all their assets in securities of the types described in paragraphs (a) to (c) above and (iii) can be turned into cash on not more than five (5) days' notice; or

(e) any other debt security approved by the Agent (on behalf of the Majority Lenders),

in each case, to which any Group Member is alone (or together with other Group Members) beneficially entitled at that time and which is not issued or guaranteed by any Group Member or subject to any Security Interest (other than Permitted Security Interests arising under the Finance Documents).

"Equity" means, on any date, the value of the aggregate capital and reserves of the Group (on a consolidated basis) determined in accordance with GAAP and adjusted to reflect the fair market value of the Fleet Vessels (including the fair market value of each Mortgaged Vessel as determined in accordance with Clause 25 (Minimum Security Value)).

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"Equity Ratio" means the ratio of the Group's Equity to Total Assets.

"Minimum Liquidity" means, as at any date, the sum of:

(a) the Group's Cash and Cash Equivalents; and

(b) for so long as the Availability Period (as defined in the RCF Facility Agreement) ends at least six months after that date, the aggregate amount of undrawn commitments under the RCF Facility which are available for utilisation pursuant to the RCF Facility Agreement at that date,

as certified to the Agent by the chief financial officer of the Borrower signing on behalf of the Borrower.

"Total Assets" means, on any date, the value of the total assets of the Group (on a consolidated basis) determined in accordance with GAAP and adjusted to reflect the fair market value of the Fleet Vessels (including the fair market value of each Mortgaged Vessel as determined in accordance with Clause 25 (Minimum Security Value)).

"Total Debt" means on any date, the aggregate amount of all obligations of all Group Members for or in respect of Borrowings at that time but excluding any such obligations to any other Group Member.

20.2 Financial Condition

The Borrower shall ensure that at all times following the date of this Agreement:

(a) Minimum Liquidity

Minimum Liquidity shall be equal to or greater than:

(i) for the period from the date of this Agreement to and including the date falling six months after the Initial Borrowing Date, fifty million Dollars (US$50,000,000); and

(ii) thereafter, the greater of (x) fifty million Dollars (US$50,000,000) and (y) five per cent. (5%) of the Group's Total Debt,

provided that at all times, at least twenty million Dollars (US$20,000,000) of Minimum Liquidity shall consist of the Group's Cash and Cash Equivalents.

(b) Equity Ratio

The Equity Ratio shall not be less than twenty-five per cent. (25%).

20.3 Financial Testing

The financial covenants set out in Clause 20.2 (Financial Condition) shall be calculated in accordance with GAAP (save for terms which are specifically defined within this Clause 20) (Financial Covenants) and tested by reference to each of the Borrower's financial statements for each financial quarter ending 30 June and each financial year ending 31 December, in each case, delivered pursuant to Clause 19.1 (Financial Statements) and/or each Compliance Certificate delivered in connection therewith pursuant to Clause 19.2 (Provision and Contents of Compliance Certificate).

21 General Undertakings

Each Obligor undertakes that this Clause 21 will be complied with from the date of this Agreement until the end of the Facility Period.

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21.1 Use of Proceeds

The proceeds of the Loan will be used exclusively for the purposes specified in Clause 3 (Purpose). No proceeds of the Loan shall be (a) made available, directly or indirectly, to or for the benefit of a Restricted Party, (b) applied in a manner or for a purpose prohibited by Sanctions Laws or (c) applied in any other manner that could result in any Obligor or a Finance Party being in breach of any Sanctions Laws or becoming a Restricted Party.

21.2 Authorisations

Each Obligor will promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction or (in the case of any material Authorisation) any other jurisdiction where each Obligor conducts substantive business to:

(i) enable it to perform its obligations under the Transaction Documents;

(ii) ensure the legality, validity, enforceability or admissibility in evidence of any Transaction Document; and

(iii) carry on its business where failure to do so has, or is reasonably likely to have, a Material Adverse Effect.

21.3 Compliance with Laws

Each Obligor shall:

(a) comply in all material respects with all laws or regulations:

(i) applicable to its business; and

(ii) applicable to the Mortgaged Vessel(s) owned by such Obligor its ownership, employment, operation, management and registration,

including Applicable Codes, Environmental Laws, the laws of each relevant Flag State and Sanctions Laws;

(b) obtain, comply with and do all that is necessary to maintain in full force and effect any material Environmental Approvals for a Mortgaged Vessel; and

(c) without limiting Clause 21.3(a) above, not employ the Mortgaged Vessel(s) owned by such Obligor, nor allow its employment, operation or management in any manner contrary in any material respect to any law or regulation including but not limited to Applicable Codes and Environmental Laws, in each case, applicable to such Obligor, and Sanctions Laws.

21.4 Pari Passu Ranking

Each of the Obligors shall ensure that its obligations under the Finance Documents do and will rank at least pari passu with all its other present and future unsecured and unsubordinated obligations, except for those obligations which are preferred by mandatory law applying to companies generally.

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21.5 Tax Compliance

(a) Each Obligor shall (and the Borrower shall ensure that each Group Member will) duly pay and discharge in all material respects all Taxes imposed upon it or its assets within such time period as may be allowed by law without incurring penalties unless and only to the extent that:

(i) such payment is being contested in good faith;

(ii) adequate reserves are being maintained for those Taxes and the costs required to contest them which have been or will be disclosed in its latest financial statements delivered or which are next to be delivered to the Agent under Clause 19.1 (Financial Statements); and

(iii) such payment can be lawfully withheld.

(b) Except as approved by the Majority Lenders, each Obligor shall maintain its residence for Tax purposes in the jurisdiction notified to the Agent on or prior to the date of this Agreement and ensure that it is not resident for Tax purposes in any other jurisdiction.

21.6 Change of Business

Except as approved by the Majority Lenders, no Group Member shall engage in any business other than the businesses in which such entity is engaged as at the date of this Agreement and activities related directly thereto and similar or related business. The Borrower shall not, and shall procure that no other Group Member will, make any material change to its business from that as at the date of this Agreement except:

(a) the disposal or discontinuation of its business within bulk;

(b) the disposal of any Fleet Vessels, subject to compliance with Clause 7.4 (Mandatory Prepayment – Sale or Total Loss); or

(c) as approved by the Majority Lenders.

21.7 Merger

No Group Member will enter into any amalgamation, demerger, merger, consolidation, divestment or corporate reconstruction or restructuring, except:

(a) the incorporation by OCM (Gibraltar) Njord Midco Limited in any Approved Jurisdiction (or any other jurisdiction approved in advance by the Majority Lenders (such approval not to be unreasonably withheld or delayed)) of limited liability companies each of which on incorporation becomes a Group Member and the transfer by OCM (Gibraltar) Njord Midco Limited to any such new Group Member of its shares in any other Group Member which does not (either directly or indirectly through any Subsidiary) own a Mortgaged Vessel;

(b) a solvent liquidation of a Group Member which is not an Obligor; or

(c) as approved by the Majority Lenders.

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21.8 Further Assurance

(a) Each Obligor shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Agent or Security Agent may reasonably specify (and in such form as the Agent or Security Agent may reasonably require):

(i) to perfect the Security Interests created or intended to be created by that Obligor under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or for the exercise of any rights, powers and remedies of the Security Agent provided by or pursuant to the Finance Documents or by law;

(ii) to confer on the Security Agent Security Interests over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security Interest intended to be conferred by or pursuant to the Security Documents over those assets;

(iii) to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security Documents; and/or

(iv) to facilitate the accession by a New Lender to any Security Document following an assignment in accordance with Clause 31.1 (Assignments and Transfers by the Lenders).

(b) Each Obligor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security Interest conferred or intended to be conferred on the Security Agent by or pursuant to the Finance Documents.

21.9 Negative Pledge in Respect of Charged Property

Except as approved by the Majority Lenders and save for Permitted Security Interests, no Obligor will grant, assume or permit to exist any Security Interest over any Charged Property to the extent prohibited by Clause 27.1 (General Negative Pledge - Obligors other than the Borrower).

21.10 Environmental Matters

(a) Each Obligor shall, as soon as reasonably practicable but no later than five (5) Business Days after the date that the relevant Obligor obtains knowledge thereof, notify the Agent of any Environmental Claim being made against any Group Member or any Fleet Vessel which, if successful to any extent, might have a Material Adverse Effect and of any Environmental Incident which may give rise to such a claim and will keep the Agent regularly and promptly informed in reasonable detail of the nature of, and response to, any such Environmental Incident and the defence to any such claim.

(b) Environmental Laws (and any consents, licences or approvals obtained under them) applicable to Fleet Vessels will not be violated in a way which might have a Material Adverse Effect.

21.11 Maintenance of Listing

The Borrower shall maintain its listing on the Copenhagen Stock Exchange.

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21.12 No Change of Name Etc.

During the Facility Period, no Obligor will, without prior written approval of the Majority Lenders (such approval not to be unreasonably withheld or delayed) change:

(a) the type of legal entity which it exists as;

(b) in the case of the Borrower only, its jurisdiction or country of domicile or centre of establishment or tax residency unless it is to an Approved Jurisdiction in which case prior notice to the Agent will be required; or

(c) its Accounting Reference Date.

21.13 Money Laundering and Bribery

Each Obligor shall, and each Obligor shall use all reasonable endeavours to procure that any parties acting on their behalf shall, observe and abide with any measure (including but not limited to) any law, official requirement or other regulatory measure or procedure implemented to combat:

(a) money laundering (as defined in article I of the Directive 2005/60/EF (Directive 2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) amending Council Directive 91/308 as amended from time to time); and

(b) bribery and corrupt practices in compliance with the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

21.14 Notification of Changes to the Group

The Obligors shall promptly notify the Agent of the existence and identity of new Group Members.

21.15 Certificate of Financial Responsibility

If required at any time by the government of the United States of America, the relevant Owner shall obtain and provide to the Agent a copy of the certificate of financial responsibility and the vessel response plan as required under the laws of the United States of America. If requested by the Agent (acting reasonably), the relevant Owner shall also provide evidence of the approval of such documents by the appropriate United States of America government entity.

21.16 Sanctions

(a) Each Obligor shall ensure that none of them, nor any of their respective directors, officers or employees is or will become a Restricted Party.

(b) Each Obligor shall, and shall procure that each other Group Member and each Relevant Affiliate of any of them shall, not use any revenue or benefit derived from any activity or dealing with a Restricted Party in discharging any obligation due or owing to the Finance Parties, to the extent such discharge with such revenue or benefit would be prohibited by Sanctions Laws or would otherwise cause any Finance Party to be in breach of Sanctions Laws.

(c) Each Obligor shall procure that no proceeds from any activity or dealing with a Restricted Party are credited to any bank account held with any Finance Party in its name or in the name of any other Group Member or any Relevant Affiliate of any of

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them, to the extent such provision of proceeds would be prohibited by Sanctions Laws or would otherwise cause any Finance Party to be in breach of Sanctions Laws.

(d) Each Obligor shall, and shall procure that each other Group Member shall, to the extent permitted by law promptly upon becoming aware of them supply to the Agent details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions Laws by any Sanctions Authority.

(e) No Obligor shall permit or authorise and each Obligor shall prevent any Mortgaged Vessel being used directly or indirectly:

(i) by or for the benefit of any Restricted Party in violation of Sanctions Laws or in any manner which would otherwise cause any Finance Party to be in breach of Sanctions Laws; and/or

(ii) in any trade which is reasonably likely to expose the Mortgaged Vessel, any Finance Party, any manager, crew or insurers to enforcement proceedings or any other consequences whatsoever arising from Sanctions Laws.

21.17 Ownership of Assets

Each Owner shall hold full legal title to, and own the entire beneficial interest in, the applicable Mortgaged Vessel, Insurances and Earnings, free of any Security Interest and other interests and rights of every kind, save for Permitted Security Interests.

21.18 Amendment

No Obligor shall (and the Borrower shall ensure that no Group Member will) amend, vary, novate, supplement, supersede, waive or terminate any term of any RCF Document which

(a) changes the borrower or the guarantors under the RCF Facility Agreement as at the Initial Borrowing Date (in the case of a change to the guarantors, save to the extent that a corresponding change is also made in respect of this Agreement);

(b) brings forward the maturity or any repayment under the RCF Facility Agreement; or

(c) increases the interest payable in connection with the RCF Facility then outstanding;

except in writing:

(i) in accordance with the provisions of Clause 42 (Amendments and Grant of Waivers);

(ii) to the extent that that amendment, variation, novation, supplement, superseding, waiver or termination is permitted by the Intercreditor Agreement;

(iii) prior to or on the Initial Borrowing Date, with the prior written consent of the Original Lenders; or

(iv) after the Initial Borrowing Date, in a way which could not be reasonably expected materially and adversely to affect the interests of the Lenders.

21.19 Guarantors

The Borrower shall ensure that at all times any Group Member that is or becomes a guarantor in respect of the RCF Facility, is also a Guarantor in respect of the Facility.

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21.20 Permitted Reorganisation

The Parties will, upon request by the Borrower discuss a proposed reorganisation plan prepared by the Borrower outlining a reorganisation of the Group for the purposes of optimising the Group structure to avoid unnecessary administrative burdens, including such waivers, amendments and releases which are required to implement such reorganisation plan.

22 Dealings with Mortgaged Vessels

Each Obligor undertakes that this Clause 22 will be complied with in relation to each Mortgaged Vessel throughout the relevant Mortgaged Vessel's Mortgage Period.

22.1 Vessel's Name and Registration

(a) The Mortgaged Vessel's name shall only be changed after prior notice to the Agent.

(b) The Mortgaged Vessel shall be registered with the relevant Registry under the laws of its Flag State in the name of the relevant Owner. Subject to Clause 22.1(d) below, the Mortgaged Vessel shall not be registered under any other flag or at any other port or fly any other flag (other than that of its Flag State), except with approval. If that registration is for a limited period, it shall be renewed at least forty five (45) days before the date it is due to expire and the Agent shall be notified of that renewal at least thirty (30) days before that date.

(c) Nothing will be done and no action will be omitted if that might result in such registration being forfeited or imperilled or the Mortgaged Vessel being required to be registered under the laws of another state of registry.

(d) An Owner may change the Flag State of any Mortgaged Vessel owned by it to any other Flag State without the consent of the Lenders subject to:

(i) the relevant Owner providing the Finance Parties with a replacement Mortgage at the time of such transfer and any other replacement Security Documents and other documentation as the Agent or the Security Agent may reasonably request (including, without limitation, legal opinions, certificates of ownership and encumbrance (or the equivalent evidence of registration in the name of the Owner), in each case in form and substance satisfactory to the Agent), so that the Finance Parties have the equivalent Security Interest over such Mortgaged Vessel as they had prior to such change of Flag State; and

(ii) any amendments to the Finance Documents which may be required in the reasonable opinion of the Agent as a result of such change of Flag State.

22.2 Sale or Other Disposal of Mortgaged Vessel

The relevant Owner will not sell or agree to transfer, abandon or otherwise dispose of any Mortgaged Vessel or any share or interest in it to any other person, unless:

(a) the Borrower has made or will make no later than at the Disposal Repayment Date, a prepayment in accordance with Clause 7.4 (Mandatory prepayment – Sale or Total Loss of a Mortgaged Vessel); or

(b) the prior written approval of the Majority Lenders has been obtained.

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22.3 Manager

(a) Subject to paragraph (b) below, each Mortgaged Vessel shall be managed by the Borrower.

(b) Any Mortgaged Vessel may be managed by another reputable company experienced in technical and commercial ship management subject to such manager having delivered a duly executed manager's undertaking in a form consistent with market practice in ship finance transactions in favour of the Security Agent in a form and substance acceptable to the Security Agent.

22.4 Copy of Mortgage on Board; Notice of Mortgage

To the extent required by the applicable law of the Flag State, the Owner agrees to:

(a) keep on board the relevant Mortgaged Vessel with its papers a properly certified copy of the relevant Mortgage shown to anyone having business with the Mortgaged Vessel which business might create or imply any commitment or Security Interest over or in respect of the Mortgaged Vessel (other than a lien for crew's wages and salvage) and to any representative of the Agent or the Security Agent; and

(b) prominently display a framed printed notice of the Mortgaged Vessel's Mortgage in the navigation room and in the master's cabin of the Mortgaged Vessel. The notice must be satisfactory to the Security Agent.

22.5 Chartering

(a) Neither the Borrower nor any Owner shall enter into any Charter for a Mortgaged Vessel (except for the Bareboat Charter) which is a bareboat or demise charter or passes possession and operational control of such Mortgaged Vessel to another person.

(b) All Charters of the Mortgaged Vessels shall be on terms as to payment or amount of hire which are not materially less beneficial to the Borrower or any Owner than the terms which at that time could reasonably be expected to be obtained on the open market for vessels of the same age and type as such Mortgaged Vessel under charter commitments of a similar type and period.

(c) The Borrower shall promptly notify the Agent of any Charter made for a period which is longer than twelve (12) months (including any optional or automatic extension periods) and shall deliver to the Agent, upon the Agent's reasonable request, a summary of all Charters to which the Mortgaged Vessels are subject, including the identity of the charterers.

(d) The Borrower and/or the relevant Owner shall give notice of the assignments contained in the General Assignment for each Mortgaged Vessel to the charterer under any Charter for such Mortgaged Vessel longer than twelve (12) months (including any optional or automatic extension periods) immediately upon entry into the General Assignment (or, if later, the date of entry into such Charter) and shall ensure that the Agent receives a copy of that notice, provided that, prior to the occurrence and continuance of an Event of Default, no notice shall be required to be given if the Borrower demonstrates sound commercial reasons to refrain from giving such notice.

(e) Except with approval or as provided at paragraph (f) below, the relevant Owner shall not terminate or rescind the Bareboat Charter or withdraw the Mortgaged Vessel from service under the Bareboat Charter or take any similar action. Except with approval

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or as provided at paragraph (f) below, the Bareboat Charterer shall not terminate or rescind the Bareboat Charter for any reason whatsoever.

(f) The Owner and/or the Bareboat Charterer may terminate the Bareboat Charter and related Bareboat Charterparty Hire and Management Fee Agreement (as defined in the relevant General Assignment) and withdraw the relevant Mortgaged Vessel from service under the Bareboat Charter and the Security Agent shall, at the request and the cost of the Borrower, as soon as reasonably practicable release all Transaction Security granted to it by the Owner and/or the Bareboat Charterer in respect of the Bareboat Charter and related Bareboat Charterparty Hire and Management Fee Agreement in each case provided that:

(i) the Owner or the Bareboat Charterer has given the Agent and the Security Agent not less than 5 (five) Business Days' (or such shorter period as the Lenders may agree) prior written notice of the proposed termination;

(ii) the relevant Owner grants such Transaction Security as the Security Agent, in its reasonable opinion, requires and the Owner carries out any action to protect, perfect or give priority to the Transaction Security in each case as the Security Agent, in its reasonable opinion, requires;

(iii) this Agreement and any other relevant Finance Documents has been unconditionally amended in such manner as the Agent, in its reasonable opinion, requires in consequence of that additional security being provided; and

(iv) the Agent, or its duly authorised representative, has received such documents and evidence it may, in its reasonable opinion, require in relation to that amendment and additional security including documents and evidence of the type referred to in Schedule 3 (Conditions Precedent) in relation to that amendment and additional security and its execution and (if applicable) registration.

(g) The Bareboat Charterer shall not do anything which would or might prevent the Borrower complying with this Clause 22 (Dealings with Mortgaged Vessels) or Clauses 23 (Condition and Operation of Mortgaged Vessels) or 24 (Insurance), or fail to do anything required by the Bareboat Charter where failure to do so would or might have such an effect.

(h) Except as approved by the Majority Lenders, the Bareboat Charterer shall not grant or allow to exist any Security Interest over any asset of the Bareboat Charterer over which a Security Interest is granted or expressed to be granted by its General Assignment.

22.6 Payment of Earnings

The relevant Earnings from the Mortgaged Vessel shall be paid in accordance with the provisions of the relevant Mortgaged Vessel's General Assignment. If any Earnings are held by brokers or other agents, they shall be paid to the Security Agent, if so required by the Security Agent following any date on which the Earnings have become payable to the Security Agent under the Mortgaged Vessel's General Assignment.

22.7 Class Records

Upon written request by the Agent following the occurrence and continuance of an Event of Default, each Owner shall instruct the relevant Classification Society to send to the Agent copies of all class records held by that Classification Society in relation to the relevant Mortgaged Vessel.

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23 Condition and Operation of Mortgaged Vessels

Each Obligor undertakes that this Clause 23 will be complied with in relation to each Mortgaged Vessel throughout the relevant Mortgaged Vessel's Mortgage Period.

23.1 Defined Terms

In this Clause 23 and in Schedule 3 (Conditions Precedent):

"applicable law" means all laws and regulations applicable to vessels registered in the Mortgaged Vessel's Flag State or which for any other reason apply to the Mortgaged Vessel or to its condition or operation at any relevant time.

"applicable operating certificate" means any certificates or other document relating to the Mortgaged Vessel or its condition or operation required to be in force under any applicable law or any applicable code.

23.2 Repair

Each Owner shall keep each Mortgaged Vessel owned by it in a good safe condition and state of repair:

(a) consistent with prudent ownership and sound ship management practice; and

(b) so as to maintain that Mortgaged Vessel's class as at the date of this Agreement (or, in the case of any vessel mortgaged as additional security pursuant to Clause 25.13 (Creation of Additional Security), as at the date of creation of such mortgage) free of overdue recommendations and conditions affecting that Mortgaged Vessel's class with a Classification Society.

23.3 Modification

Except with approval, the structure, type or performance characteristics of the Mortgaged Vessel shall not be modified in a way which could or might materially alter the Mortgaged Vessel or materially reduce its value.

23.4 Removal of Parts

Except with approval, no material part of the Mortgaged Vessel or any equipment shall be removed from the Mortgaged Vessel if to do so would materially reduce its value (unless at the same time it is replaced with equivalent parts or equipment owned by the relevant Owner free of any Security Interest except Security Interests created pursuant to the Security Documents).

23.5 Third Party Owned Equipment

Except with approval, equipment owned by a third party shall not be installed on the Mortgaged Vessel if it cannot be removed without risk of causing damage to the structure or fabric of the Mortgaged Vessel or incurring significant expense.

23.6 Maintenance of Class; Compliance with Laws and Codes

The Mortgaged Vessel's class shall be the relevant Classification. The Mortgaged Vessel and every person who owns, operates or manages the Mortgaged Vessel shall comply in all material respects with all applicable laws and the requirements of all Applicable Codes. There shall be kept in force and on board the Mortgaged Vessel or in such person's custody any applicable operating certificates which are required by applicable laws or Applicable Codes to be carried on board the Mortgaged Vessel or to be in such person's custody.

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23.7 Surveys

The Mortgaged Vessel shall be submitted to continuous surveys and any other surveys which are required for it to maintain the Classification as its class. Copies of reports of those surveys shall be provided promptly to the Agent if it so requests. If any recommendations are made in such a report, they shall be complied with in the way and by the time required in the report.

23.8 Inspection and Notice of Drydockings

The Agent and/or Security Agent, through a qualified surveyor appointed by the Agent and/or Security Agent for such purpose, shall be allowed once a year to board the Mortgaged Vessel at all reasonable times (without materially interfering with that Mortgaged Vessel's trading or operations) to inspect it and given all proper facilities needed for that purpose, subject to customary indemnity undertakings.

23.9 Information about Mortgaged Vessel

The Agent shall promptly be given any information which it may reasonably require about the Mortgaged Vessel or its employment, position, use or operation, including details of towages and salvages, copies of all Charters subject to the General Assignment and copies of any applicable operating certificates.

23.10 Notification of Certain Events

The Borrower shall immediately notify the Agent of:

(a) any Major Casualty or any damage to the Mortgaged Vessel where the cost of the resulting repairs is likely to exceed the Majority Casualty Amount;

(b) any occurrence which may result in the Mortgaged Vessel becoming a Total Loss;

(c) any requisition of the Mortgaged Vessel for hire;

(d) any Environmental Incident, or any Release which in either case may reasonably result in a liability in excess of two million Dollars (US$2,000,000) (or the equivalent in any other currency) involving the Mortgaged Vessel in accordance with the provisions of Clause 21.10(a) (Environmental Matters);

(e) any capture, seizure, arrest, confiscation or detention of the Mortgaged Vessel or any exercise or purported exercise of a lien, Security Interest or other claim on the Mortgaged Vessel or its Earnings or Insurances.

23.11 Repairers' Liens

Except with approval, the Mortgaged Vessel shall not be put into any other person's possession for work to be done on the Mortgaged Vessel if the cost of that work will exceed or is likely to exceed an amount equal to $6,000,000 for such Mortgaged Vessel (or $30,000,000 in the aggregate for all Mortgaged Vessels at any given time) put into any other person's possession for work, unless any amount above such threshold is either covered by (i) a written undertaking not to exercise any lien on the Mortgaged Vessel or its Earnings for the cost of such work exceeding such threshold, delivered by such person to the Security Agent on approved terms or (ii) the Insurances or (iii) adequate reserves which have been made available (as evidenced in a form and substance reasonably acceptable to the Agent).

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23.12 Lawful Use

The Mortgaged Vessel shall not be employed:

(a) in any way or in any activity which is unlawful under international law or the domestic laws of any relevant country;

(b) in carrying illicit or prohibited goods;

(c) in a way which may make it liable to be condemned by a prize court or destroyed, seized or confiscated; or

(d) if there are hostilities in any part of the world (whether war has been declared or not), in carrying contraband goods

and the persons responsible for the operation of the Mortgaged Vessel shall take all necessary and proper precautions to ensure that this does not happen, including participation in industry or other voluntary schemes available to the Mortgaged Vessel and in which leading operators of ships operating under the same flag or engaged in similar trades generally participate at the relevant time.

23.13 War Zones

The Mortgaged Vessel shall not enter or remain in any zone which has been declared a war zone by any government entity or the Mortgaged Vessel's war risk insurers unless the Insurances permit the Mortgaged Vessel to enter into or remain in such zone. If the Owner has to take out additional insurances in order to comply with the Mortgaged Vessel's insurer's requirements to ensure that the Mortgaged Vessel remains properly insured in accordance with the Finance Documents in order to enter such war zone, the Owner shall: ensure that such additional insurances are obtained and copies of such documents are provided to the Agent.

24 Insurance

Each Obligor undertakes that this Clause 24 shall be complied with in relation to each Mortgaged Vessel and its Insurances throughout the relevant Mortgaged Vessel's Mortgage Period.

24.1 Insurance Terms

In this Clause 24:

"Approved Insurers" means any first class insurer for prudent ship operations with a minimum rating of A- with AM Best and/or BBB+ with Standard & Poor's, or any other international, reputable maritime insurance company, underwriter approved in writing by the Agent (acting reasonably) and, in respect of any P&I risk, any club that is a member of the International Group of P&I Clubs or any other P&I Club or association approved in writing by the Agent (acting reasonably).

"Approved Insurance Brokers" means each of Arthur Gallagher, Henschien, Bergvall, BMS, George Duncker, Marsh or such other reputable international insurance broker approved in writing by the Agent (acting reasonably).

"excess risks" means the proportion (if any) of claims for general average, salvage and salvage charges not recoverable under the hull and machinery insurances of a vessel in consequence of the value at which the vessel is assessed for the purpose of such claims exceeding its insured value.

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"excess war risk P&I cover" means cover for claims only in excess of amounts recoverable under the usual war risk cover including (but not limited to) hull and machinery, crew and protection and indemnity risks.

"hull cover" means insurance cover against the risks identified in paragraphs (a) and (b) of Clause 24.3 (Coverage Required).

"P&I risks" means the usual risks (including liability for oil pollution, excess war risk P&I cover) covered by a protection and indemnity association which is a member of the International Group of protection and indemnity associations (or, if the International Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the hull cover).

24.2 Required Insurance

The Borrower shall, at its own cost, obtain and maintain at all times insurances in respect of each Mortgaged Vessel against:

(a) fire and usual marine risks (including hull and machinery, excess risks, hull interest and freight interest);

(b) war and usual dispossession risks (including war protection and indemnity risks and terrorism risks);

(c) protection and indemnity risks (including pollution liability risks) on usual entry terms for the full tonnage of each Mortgaged Vessel; and

(d) at the request of the Agent, such other risks and matters which the Agent reasonably considers necessary or advisable for a prudent shipowner or operator of a vessel similar to the relevant Mortgaged Vessel to insure against at the time of that notice,

in each case, on terms which comply with the other provisions of this Clause 24.

24.3 Coverage Required

(a) The insured value of each Mortgaged Vessel shall at all times during the Facility Period represent at least such Mortgaged Vessel's Market Value and the aggregate insured value of all the Mortgaged Vessels in respect of such Insurances shall at all times during the Facility Period be no less than one hundred and ten per cent. (110%) of the aggregate amount of the Loan and the RCF Loan Commitments then outstanding.

(b) The amount of the hull and machinery marine risks coverage for each Mortgaged Vessel shall at all times during the Facility Period represent at least eighty per cent. (80%) of the Mortgaged Vessel's Market Value.

(c) The amount insured in respect of P&I risks shall be in the amount equal to the maximum limit of cover generally available and taken out by first-class vessel owners for similar assets in similar operations.

24.4 Placing of Cover

The insurance coverage required by Clause 24.2 (Required Insurances) shall be:

(a) in the name of the Mortgaged Vessel's Owner and (in the case of the Mortgaged Vessel's hull cover for claims in respect of physical loss or damage to a Mortgaged Vessel) no other person, other than:

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(i) the Security Agent to the extent required by the Security Agent under Clause 24.4(b) below; and

(ii) any manager or other third party subject to such person, upon request from the Security Agent, assigning all rights to the Security Agent in a manner acceptable to the Security Agent,

and, if so required by the Agent from time to time, has duly executed and delivered a first priority assignment of its interest in the Mortgaged Vessel's Insurances to the Security Agent in an approved form and provided such supporting documents and opinions in relation to that assignment as the Agent requires);

(b) if the Agent so requests (acting on instructions of the Majority Lenders), in the joint names of the Mortgaged Vessel's Owner and the Security Agent (and, to the extent reasonably practicable in the insurance market, without liability on the part of the Security Agent for premiums or calls);

(c) in Dollars or another approved currency;

(d) arranged through Approved Insurance Brokers or direct with Approved Insurers or protection and indemnity or war risks associations and/or clubs that are members of the "International Group of P&I Clubs"; and

(e) on terms and conditions satisfactory to the Security Agent.

24.5 Deductibles

The aggregate amount of any excess or deductible under the Mortgaged Vessel's hull cover shall not exceed US$300,000, unless approved in writing by the Agent (acting reasonably).

24.6 Mortgagee's Insurance

The Borrower shall promptly reimburse to the Agent the cost (as conclusively certified by the Agent) of taking out and keeping in force in respect of the Mortgaged Vessels on approved terms, or in considering or making claims under a mortgagee's interest insurance (MII) and a mortgagee's additional perils pollution insurance (MAPP) (all P&I risks) cover for the benefit of the Finance Parties in each case for an amount equal to up to one hundred and ten per cent. (110%) of the Loan and the RCF Loan Commitments then outstanding and on such terms as the Agent considers appropriate.

24.7 Fleet Liens, Set off and Cancellations

If the Mortgaged Vessel's hull cover also insures other vessels, the Security Agent shall either be given an undertaking in approved terms by the brokers or (if such cover is not placed through brokers or the brokers do not, under any applicable laws or insurance terms, have such rights of set off and cancellation) the relevant insurers that the brokers or (if relevant) the insurers will not:

(a) set off against any claims in respect of the Mortgaged Vessel any premiums due in respect of any of such other vessels insured (other than other Mortgaged Vessels); or

(b) cancel that cover because of non-payment of premiums in respect of such other vessels,

or the Borrower shall ensure that hull cover for any Mortgaged Vessels is provided under a separate policy from any other vessels, in each case unless reputable international insurance brokers and reputable maritime insurance companies have developed a general policy of not giving such undertakings.

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24.8 Insurance Notices and Loss Payable Clauses

The interest of the Security Agent as assignee of the Insurances shall be endorsed on all insurance policies by the incorporation of a Loss Payable Clause and an Insurance Notice in respect of the Mortgaged Vessel and its Insurances signed by its Owner and, unless otherwise approved, each other person assured under the relevant cover (other than the Security Agent if it is itself an assured) in a manner satisfactory to the Security Agent (acting reasonably).

24.9 Details of Proposed Renewal of Insurances

Before any of the Mortgaged Vessel's Insurances are due to expire, the Agent shall be notified of the names of the brokers, insurers and associations proposed to be used for the renewal of such Insurances and the amounts, risks and terms in, against and on which the Insurances are proposed to be renewed.

24.10 Instructions for Renewal

Before any of the Mortgaged Vessel's Insurances are due to expire, instructions shall be given to brokers, insurers and associations for them to be renewed or replaced on or before their expiry.

24.11 Confirmation of Renewal

The Mortgaged Vessel's Insurances shall be renewed upon their expiry in a manner and on terms which comply with this Clause 24 and confirmation of such renewal given by approved brokers or insurers to the Agent at least seven days (or such shorter period as may be approved by the Agent) before such expiry.

24.12 Insurance Documents

The Agent shall be provided with pro forma copies of all insurance policies and other relevant documentation issued by brokers, insurers and associations in connection with the Mortgaged Vessel's Insurances as soon as possible after they are available after they have been placed or renewed.

24.13 Letters of Undertaking

Unless otherwise approved where the Agent is satisfied that equivalent protection is afforded by the terms of the relevant Insurances and/or any applicable law and/or a letter of undertaking provided by another person, on each placing or renewal of the Insurances, the Agent shall be provided promptly with letters of undertaking in an approved form (having regard to general insurance market practice and law at the time of issue of such letter of undertaking) from the relevant Approved Insurance Brokers, Approved Insurers protection and indemnity risks and/or war risks associations and club undertakings.

24.14 Independent Report

The Agent may at any time request a detailed report from an independent firm of marine insurance brokers giving their opinion on the adequacy of the Mortgaged Vessel's Insurances in which case the Borrower shall reimburse the Agent for the cost of obtaining such a report. The Borrower shall be liable to pay (or reimburse the Agent) for no more than one such report per Mortgaged Vessel per year (unless (x) such report is obtained in connection with the occurrence of, or shows the occurrence of, an Event of Default, in which case the cost of such report shall be for the Borrower's account or (y) there shall be material change to the Mortgaged Vessel's Insurances).

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24.15 Collection of Claims

All documents and other information and all assistance required by the Agent to assist it and/or the Security Agent in trying to collect or recover any claims under the Mortgaged Vessel's Insurances shall be provided promptly.

24.16 Employment of Mortgaged Vessel

The Mortgaged Vessel shall only be employed or operated in conformity with the terms of the Mortgaged Vessel's Insurances (including any express or implied warranties) and not in any other way (unless the insurers have consented and/or any additional requirements of the insurers have been satisfied).

24.17 Declarations and Returns

If any of the Mortgaged Vessel's Insurances are on terms that require a declaration, certificate or other document to be made or filed before the Mortgaged Vessel sails to, or operates within, an area, those terms shall be complied with within the time and in the manner required by those Insurances.

24.18 Application of Recoveries

All sums paid under the Mortgaged Vessel's Insurances to anyone other than the Security Agent shall be applied in repairing the damage and/or in discharging the liability in respect of which they have been paid except to the extent that the repairs have already been paid for and/or the liability already discharged.

24.19 Settlement of Claims

Any claim under the Mortgaged Vessel's Insurances for a Total Loss or Major Casualty shall only be settled, compromised or abandoned with prior approval.

24.20 Change in Insurance Requirements

If the Agent gives notice to the Borrower to change the terms and requirements of this Clause 24 (which the Agent may only do, in such manner as it considers appropriate in its reasonable opinion, as a result of changes of circumstances or market practice after the date of this Agreement), this Clause 24 shall be modified in the manner so notified by the Agent on the date fourteen (14) days after such notice from the Agent is received, provided always that the Agent shall use reasonable endeavours to give such notices as close as practicable to renewal dates for the Insurances and to consult with the Borrower before giving any such notice.

25 Minimum Security Value

Each Obligor undertakes that this Clause 25 will be complied with from the date of this Agreement until the end of the Facility Period.

25.1 Valuation of Assets

For the purpose of the Finance Documents, the value at any time of any Mortgaged Vessel or any other asset over which additional security is provided under this Clause 25 will be its value as most recently determined in accordance with this Clause 25.

25.2 Valuation Frequency

(a) Prior to the occurrence of an Event of Default, valuations of each Mortgaged Vessel and each such other asset in accordance with this Clause 25 shall be provided to the Agent:

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(i) semi-annually, along with each Compliance Certificate delivered pursuant to Clause 20.3 (Financial Testing), which valuations shall be dated not more than 30 days prior to the delivery of such Compliance Certificate, and

(ii) as required by the Agent with thirty (30) days' prior notice, if the Agent reasonably suspects the Borrower is not in compliance with Clause 20 (Financial Covenants) or this Clause 25.

(b) After an Event of Default has occurred and while it is continuing, valuations of each Mortgaged Vessel and each such other asset in accordance with this Clause 25 may be required by the Agent at any time.

25.3 Expenses of Valuation

The Borrower shall bear, and reimburse to the Agent where incurred by the Agent, all costs and expenses of providing such a valuation.

25.4 Valuations Procedure

(a) The value of any Mortgaged Vessel shall be determined in accordance with this Clause 25.

(b) Additional security in the form of Cash deposited in a blocked account subject to Security Interest in favour of the Security Agent shall be valued at par. Any other additional security provided under this Clause 25 shall be valued in such a way, on such a basis and by such persons (including the Agent itself) as may be approved by the Majority Lenders or as may be agreed in writing by the Borrower and the Agent (on the instructions of the Majority Lenders).

25.5 Currency of Valuation

Valuations shall be provided by an Approved Broker in Dollars or, if an Approved Broker is of the view that the relevant type of vessel is generally bought and sold in another currency, in that other currency. If a valuation is provided in another currency, for the purposes of this Agreement it shall be converted into Dollars at the Agent's spot rate of exchange for the purchase of Dollars with that other currency as at the date to which the valuation relates.

25.6 Basis of Valuation

Each valuation will be addressed to the Agent in its capacity as such and made:

(a) without physical inspection;

(b) on the basis of a sale for prompt delivery for a price payable in full in cash on delivery at arm's length on normal commercial terms between a willing buyer and a willing seller not under duress; and

(c) without taking into account the benefit of any charter commitment.

25.7 Information Required for Valuation

The Borrower shall promptly provide to the Agent and any such Approved Broker any information which they reasonably require for the purposes of providing such a valuation.

25.8 Approved Brokers

All valuers must be an Approved Broker. The Agent may from time to time notify the Borrower of approval of one or more additional independent ship brokers as Approved Brokers for the purposes of this Clause 25.

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25.9 Appointment of Approved Brokers

When a valuation is required for the purposes of this Clause 25, the Borrower shall promptly appoint two Approved Brokers to provide such a valuation. If the Borrower is approved to appoint valuers but fails to do so promptly, the Agent may appoint Approved Brokers to provide that valuation.

25.10 Number of Valuers

Each valuation will be carried out by two Approved Brokers obtained by the Borrower.

25.11 Differences in Valuations

(a) Subject to paragraphs (b) and (c) below, if the valuations provided by each Approved Broker differ, the value of the relevant Mortgaged Vessel for the purposes of the Finance Documents will be the mean average of those valuations.

(b) If the valuations on a Mortgaged Vessel delivered by the two (2) Approved Brokers deviates by a margin of more than twenty per cent. (20%) of the higher of the two valuations, the Agent (acting on behalf of the Lenders) may request a valuation from a third Approved Broker and the "Market Value" of the relevant Mortgaged Vessel shall thereafter be the average of the three (3) valuations.

(c) If the valuations of all Mortgaged Vessels in the aggregate delivered by two (2) Approved Brokers deviates by a margin of more than ten per cent. 10% of the higher of the two valuations, the Agent (acting on behalf of the Lenders) may request valuations from a third Approved Broker for all such Mortgaged Vessels and the "Market Value" of such Mortgaged Vessels shall thereafter be the average of the three (3) valuations.

25.12 Security Shortfall

If at any time the Security Value is less than the Minimum Value, the Agent may, and shall, if so directed by the Majority Lenders, by notice to the Borrower require that such deficiency be remedied. The Borrower shall then within thirty (30) days of receipt by the Borrower of such notice ensure that the Security Value equals or exceeds the Minimum Value. For this purpose, the Borrower may, at its option:

(a) provide additional security over other assets approved by the Majority Lenders in accordance with this Clause 25; and/or

(b) prepay any part of the Loan under Clause 7.7 (Voluntary Prepayment) provided that in such case no minimum prepayment amount requirements shall be applicable.

and in the event that such additional security is not provided, or prepayment made, within thirty (30) days of receipt by the Borrower of such notice, the Borrower shall prepay such amount of the Loan or the RCF Loans as shall be required under Clause 7.3 (Mandatory Prepayment – Security Value), which shall, for the avoidance of doubt, not constitute a breach of this Agreement.

25.13 Creation of Additional Security

The value of any additional security which the Borrower offers to provide to remedy all or part of a shortfall in the amount of the Security Value will only be taken into account for the purposes of determining the Security Value if and when:

(a) in the case of any vessel mortgaged as additional security pursuant to Clause 25.12 (Security Shortfall), the relevant Owner accedes as an Additional Guarantor and grants the Transaction Security and carries out any action to protect, perfect or give

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priority to the Transaction Security in each case identified in Part III of Schedule 3 (Conditions Precedent);

(b) that additional security, its value and the method of its valuation have been approved by the Majority Lenders, it being agreed that cash collateral provided in Dollars with the Account Bank shall always be acceptable to the Lenders and shall be valued at par;

(c) a Security Interest over that security has been constituted in favour of the Security Agent or (if appropriate) the Finance Parties in an approved form and manner;

(d) this Agreement has been unconditionally amended in such manner as the Agent, in its reasonable opinion, requires in consequence of that additional security being provided; and

(e) the Agent, or its duly authorised representative, has received such documents and evidence it may, in its reasonable opinion, require in relation to that amendment and additional security including documents and evidence of the type referred to in Schedule 3 (Conditions Precedent) in relation to that amendment and additional security and its execution and (if applicable) registration.

25.14 Release of Additional Security

(a) Provided always that the conditions set out in Clause 25.14(b) below are satisfied, the Security Agent shall, at the request and the cost of the Borrower, as soon as reasonably practicable following receipt of the notice referred to in Clause 25.14(b)(i) below (but in any case no earlier than the Proposed Additional Security Reduction Date set out in such notice), release any Security Interests over additional security created pursuant to Clause 25.13 (Creation of Additional Security), such date on which the relevant releases occur being a "Additional Security Reduction Date".

(b) The conditions referred to in Clause 25.14(a) above are as follows:

(i) the Borrower shall have provided the Agent and the Security Agent with at least fifteen (15) Business Days' prior written notice of such request for release of the relevant Security Interests, such notice stating a proposed date of release (the "Proposed Additional Security Reduction Date"); and

(ii) immediately prior to and following the Additional Security Reduction Date, the Security Value shall be equal to or greater than the Minimum Value.

26 Bank Accounts

Each Obligor undertakes that this Clause 26 will be complied with following the Initial Borrowing Date until the end of the Facility Period.

26.1 Earnings Account

(a) An Obligor or some or all of the Obligors jointly shall be the holder(s) of one or more Accounts with an Account Bank which is designated as an "Earnings Account" for the purposes of the Finance Documents.

(b) The Earnings of the Mortgaged Vessels and all moneys payable to the relevant Owner or the relevant charterer under the Mortgaged Vessel's Insurances shall be paid by the persons from whom they are due to an Earnings Account unless required to be paid to the Security Agent under the relevant Finance Documents.

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26.2 Other Provisions

(a) An Account may only be designated for the purposes described in this Clause 26 if such designation is made in writing by the Agent and acknowledged by the Borrower and specifies the names and addresses of the Account Bank and the Account Holder(s) and the number and any designation or other reference attributed to the Account.

(b) The rates of payment of interest and other terms regulating any Account will be a matter of separate agreement between the relevant Account Holder(s) and Account Bank.

27 Business Restrictions

Except as otherwise approved by the Majority Lenders, each Obligor undertakes that this Clause 27 will be complied with by and in respect of each Group Member from the date of this Agreement until the end of the Facility Period.

27.1 General Negative Pledge – Obligors other than the Borrower

(a) None of the Obligors (other than the Borrower) shall grant, assume or permit any Security Interest to exist, arise or be created or extended over all or any part of its assets.

(b) Without prejudice to Clauses 27.2 (Financial Indebtedness) and 27.5 (Disposals), no Obligor (other than the Borrower) shall:

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby that asset is or may be leased to, or re-acquired by, any other Group Member other than pursuant to disposals permitted under Clause 27.5 (Disposals);

(ii) sell, transfer, factor or otherwise dispose of any of its receivables on recourse terms (except for the discounting of bills or notes in the ordinary course of business);

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c) Clauses 27.1(a) and 27.1(b) above do not apply to:

(i) Permitted Security Interests; or

(ii) the incorporation by OCM (Gibraltar) Njord Midco Limited in any Approved Jurisdiction (or any other jurisdiction approved in advance by the Majority Lenders (such approval not to be unreasonably withheld or delayed)) of limited liability companies each of which on incorporation becomes a Group Member and the transfer by OCM (Gibraltar) Njord Midco Limited to any such new Group Member of its shares in any other Group Member which does not (either directly or indirectly through any Subsidiary) own a Mortgaged Vessel.

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27.2 Financial Indebtedness - Borrower

(a) The Borrower shall not incur or permit to exist, any Financial Indebtedness owed by it to any other person except:

(i) any Financial Indebtedness incurred by the Borrower if:

(A) the Borrower and the Group is in compliance with the provisions of Clause 20 (Financial Covenants); and

(B) the Borrower and the Group will remain in compliance with the provisions of Clause 20 (Financial Covenants) even after taking account of such Financial Indebtedness on a pro forma basis; and

(C) no Event of Default has occurred and is continuing at the time such Financial Indebtedness is incurred or would occur as the result of the incurrence of such Financial Indebtedness; and

(ii) Financial Indebtedness incurred under the Finance Documents and the RCF Documents.

(b) The Borrower shall ensure that the aggregate exposure of the Group under charter arrangements for vessels owned by third parties with remaining terms in excess of six (6) months shall not exceed, when added to any exposure of the Group under Forward Freight Agreements entered into under Clause 28.1(c) an amount equal to a charter-in day rate of US$25,000 payable on 50% of all Fleet Vessels owned by all Group Members for a period of twenty-four (24) months. The aggregate exposure of the Group under charter-in arrangements for vessels owned by third parties as per 30 June or 31 December (as the case may be) in the relevant year shall be reported on in each Compliance Certificate.

27.3 Financial Indebtedness – Obligors other than the Borrower

No Obligor (other than the Borrower) shall incur or permit to exist, any Financial Indebtedness owed by it to anyone else except:

(a) Financial Indebtedness incurred under the Finance Documents and the RCF Documents;

(b) Financial Indebtedness incurred pursuant to the Existing Indebtedness which is being fully repaid and/or terminated as a result of Utilisations under this Agreement, the existing indebtedness incurred by any Obligor (other than the Borrower) and set out in Schedule 12 (Approved Existing Indebtedness) which is approved at the date of this Agreement and any other existing indebtedness incurred by any Obligor (other than the Borrower) which is disclosed to, and approved by, the Majority Lenders;

(c) Financial Indebtedness owed to another Group Member or an "Affiliate" (as such term is defined in accordance with GAAP) of any Group Member, provided that, any such Financial Indebtedness owed by an Obligor (other than the Borrower) is unsecured and, to the extent required by the Intercreditor Agreement, fully subordinated to this Agreement, the other Finance Documents and the Facility hereunder upon the occurrence of an Event of Default for so long as it is continuing);

(d) Financial Indebtedness incurred which is approved at the relevant time by all of the Lenders; and

(e) trade credit granted to it by its customers on normal commercial terms and in the ordinary course of business.

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27.4 Loans and credit – Obligors other than the Borrower

No Obligor (other than the Borrower) shall make, grant or permit to exist any loans or any credit by it to anyone else other than:

(a) loans or credit to another Group Member or an "Affiliate" (as such term is defined in accordance with GAAP) of any Group Member permitted under paragraph (c) of Clause 27.3 (Financial Indebtedness – Obligors other than the Borrower); and

(b) trade credit granted by it to its customers on normal commercial terms in the ordinary course of its trading activities.

27.5 Disposals – Obligors other than the Borrower

(a) Other that as set forth in clause (b) below, no Obligor (other than the Borrower) shall enter into a single transaction or a series of transactions, whether related or not and whether voluntarily or involuntarily, to sell, lease, transfer or otherwise dispose of the whole or a substantial part of its assets except for:

(i) the incorporation by OCM (Gibraltar) Njord Midco Limited in any Approved Jurisdiction (or any other jurisdiction approved in advance by the Majority Lenders (such approval not to be unreasonably withheld or delayed)) of limited liability companies each of which on incorporation becomes a Group Member and the transfer by OCM (Gibraltar) Njord Midco Limited to any such new Group Member of its shares in any other Group Member which does not (either directly or indirectly through any Subsidiary) own a Mortgaged Vessel; and

(ii) any of the following disposals so long as they are not prohibited by any other provision of the Finance Documents:

(A) disposals of assets on normal commercial terms, at market value and on an arm's length basis;

(B) any disposal of receivables on a non-recourse basis on arm's length terms (including at fair market value) for non-deferred cash consideration in the ordinary course of its business; and

(C) disposals permitted by Clause 27.1 (General Negative Pledge - Obligors other than the Borrower).

(b) Each Owner may dispose of a Mortgaged Vessel, subject to compliance with Clause 7.4 (Mandatory Prepayment – Sale or Total Loss of Vessel) or with the prior written approval of the Majority Lenders.

27.6 Contracts and Arrangements with Affiliates

No Group Member shall be party to any arrangement or contract with any of its Affiliates unless such arrangement or contract is on an arm's length basis (except for (a) Financial Indebtedness under the RCF Documents and (b) Financial Indebtedness owed to another Group Member or an "Affiliate" (as such term is defined in accordance with GAAP) of any Group Member, provided that all Financial Indebtedness owing from an Obligor to another Group Member shall be unsecured and, to the extent required by the Intercreditor Agreement, fully subordinated to this Agreement, the other Finance Documents, the Facility the RCF Facility and the RCF Documents hereunder upon the occurrence of an Event of Default for so long as it is continuing, whether or not it is interest bearing).

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27.7 Acquisitions and Investments – Obligors other than the Borrower

No Obligor (other than the Borrower) shall acquire any person, business, vessels or other material assets (other than a vessel that is, or becomes, a Mortgaged Vessel) or make any investment in any person or business or enter into any joint-venture arrangement except for:

(a) capital expenditures or investments relating to upgrade or maintenance work in the ordinary course of business; or

(b) the incorporation by OCM (Gibraltar) Njord Midco Limited in any Approved Jurisdiction (or any other jurisdiction approved in advance by the Majority Lenders (such approval not to be unreasonably withheld or delayed)) of limited liability companies each of which on incorporation becomes a Group Member and the making of any investment in those limited liability companies.

27.8 Distribution and Other Payments

(a) Except:

(i) to the extent resulting solely from the redemption and cancellation of Fractional Shares as contemplated by (and as such term is defined in) the optional exchange agreement dated on or about the date of this Agreement and entered into between the Borrower and certain of its shareholders; or

(ii) as permitted under Clause 27.8(b) below,

the Borrower shall not:

(A) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or kind) on or in respect of its share capital (or any class of its share capital);

(B) repay or distribute any dividend or share premium reserve;

(C) pay or allow the payment by any other Group Member of any management, advisory or other fee to or to the order of any of the shareholders of the Borrower;

(D) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so; or

(E) make any payment or repayment or allow any other Group Member to make a payment or repayment under any Financial Indebtedness owed to a shareholder of the Borrower or a Group Member which is not an Obligor.

(b) Clause 27.8(a) above does not apply to any direct or indirect payment of dividends or other distributions to the Borrower's shareholders if and to the extent that:

(i) the Cash Sweep Period has expired, provided that the Borrower may not later than 20 Business Days prior to:

(A) the Cash Sweep Date falling 12 months after the Initial Borrowing Date; or

(B) if a Cash Sweep Extension Notice has been delivered, the Cash Sweep Date falling 24 months after the Initial Borrowing Date,

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deliver a notice in writing to the Agent (a "Cash Sweep Termination Notice") electing to end the Cash Sweep Period and thereby remove the restriction on payment of distributions under this Clause 27.8(b)(i) with effect from (but not including) the date falling three (3) months after such Cash Sweep Date, provided that the Cash Sweep Period shall not so end unless and until the Borrower makes a prepayment of the Loan on such next scheduled Cash Sweep Date in an amount equal to the Cash Sweep Cap Amount.

(ii) any such payments are not in breach of the Intercreditor Agreement;

(iii) any such payments are declared or made when no Default is continuing or would occur immediately after the declaration or making of such payments; and

(iv) after giving effect to any such payments, the Borrower is not in breach of any of the provisions of Clause 20.2 (Financial Condition).

28 Hedging Contracts

Each Obligor undertakes that this Clause 28 will be complied with from the date of this Agreement until the end of the Facility Period.

28.1 Hedging

(a) The Borrower agrees that it shall not enter into a Hedging Transaction or any other Treasury Transaction either with a Hedging Provider or a third party which is speculative, which includes Hedging Transactions and other Treasury Transactions that are (i) not entered into to hedge a real risk or exposure which the Borrower has or (ii) entered into by the Borrower for the main purpose of financial losses or gains.

(b) Notwithstanding the provisions of Clause 29.1(b), Forward Freight Agreements which are not entered into for the purpose of hedging cover against the forward position in which the Group has a commitment in relation to freight market risk existing because of trading of specified time charters and voyages in respect of physical vessels or cargoes in respect of any Fleet Vessel may be entered into with any Hedge Provider or third party, provided that the aggregate exposure under such Forward Freight Agreements (when added to the outstanding exposure under Charters permitted by Clause 27.2(b)) shall not exceed an amount equal to a charter-in day rate of US$25,000 payable on fifty per cent. (50%) of all Fleet Vessels owned by all Group Members for a period of twenty-four (24) months. The aggregate exposure of the Group under Forward Freight Agreements entered into under this Clause 28.1(c) as of 30 June or 31 December (as the case may be) in the relevant financial year shall be specified in each Compliance Certificate.

(c) Any Treasury Transaction which is concluded with a Hedging Provider shall be on the terms of the Hedging Master Agreement or Forward Freight Agreement with that Hedging Provider.

(d) If and when any such Treasury Transaction has been concluded with a Hedging Provider, it shall constitute a Hedging Contract for the purposes of the Finance Documents.

28.2 Notification of Hedging Master Agreements

The Borrower shall notify the Agent promptly upon any Hedging Master Agreements being entered into by the Borrower with a Hedging Provider after the date of this Agreement. The Hedging Provider shall promptly provide the Agent with copies of any Hedging Master

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Agreement entered into, any other Hedging Contracts and any other information which the Agent may require in connection with such Hedging Master Agreement or Hedging Contracts.

29 Events of Default

Each of the events or circumstances set out in Clauses 29.1 (Non-payment) to 29.21 (Mortgaged Vessel Registration) is an Event of Default.

29.1 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by administrative or technical error or by a Payment Disruption Event; and

(b) payment is made within three (3) Business Days of its due date.

29.2 Financial Covenants

The Borrower does not comply with Clause 20 (Financial Covenants).

29.3 Insurance

The Insurances in respect of a Mortgaged Vessel are not placed and kept in force in the manner required by Clause 24 (Insurance).

29.4 Other Obligations

(a) An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clauses 29.1 (Non-payment), 29.2 (Financial Covenants) and 29.3 (Insurance)), provided that any material breach occurring under the terms of the Mortgages registered in the Danish International Ships Register (DIS), the Norwegian International Ship Register (NIS) or the Singapore Registry of Ships shall only constitute an Event of Default under this Agreement if a provision substantially similar to the provision of the relevant Mortgage of which the Obligor is in breach has been agreed upon in this Agreement and in such case, subject to the same materiality and de minimis requirements and notices and remedy periods as set forth in this Agreement or the Security Documents.

(b) No Event of Default under Clause 29.4(a) above will occur if the Agent considers in its reasonable opinion that the failure to comply is capable of remedy and the failure is remedied within fifteen (15) Business Days of the earlier of (i) the Agent giving notice to the Borrower or relevant Obligor and (ii) the Borrower or an Obligor becoming aware of the failure to comply.

29.5 Misrepresentation

(a) Any representation, warranty or statement made or deemed to be made or repeated by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

(b) No Event of Default under Clause 29.5(a) above will occur if the Agent considers in its reasonable opinion that the circumstances giving rise to that misrepresentation are capable of remedy and are remedied within fifteen (15) Business Days of the earlier

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of (i) the Agent giving notice to the Borrower or relevant Obligor and (ii) the Borrower or an Obligor becoming aware of the failure to comply.

29.6 Breach of material contract

An event or circumstance is outstanding which constitutes an event of default or termination event (however described) under any material agreement or instrument (other than a Finance Document or any agreement between an Obligor and any Lender or any Affiliate of any Lender or any other agreement or arrangement which relates to Financial Indebtedness (without prejudice to Clause 29.7 (Cross Default)) which is binding on the Borrower or any other Group Member or to which its assets are subject.

29.7 Cross Default

(a) Any Financial Indebtedness of any Group Member is not paid when due nor within any originally applicable grace period.

(b) Any Financial Indebtedness of any Group Member is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) Any commitment for any Financial Indebtedness of any Group Member is cancelled or suspended by a creditor of that Obligor as a result of an event of default (however described).

(d) The counterparty to a Treasury Transaction entered into by any Group Member becomes entitled to terminate that Treasury Transaction early by reason of an event of default (however described).

(e) Any creditor of any Group Member becomes entitled to declare any Financial Indebtedness of that Group Member immediately due and payable prior to its specified maturity as a result of a material event of default (however described).

(f) No Event of Default will occur under this Clause 29.7 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within Clauses 29.7(a) to (e) is less than ten million Dollars (US$10,000,000) (or its equivalent in any other currency or currencies).

29.8 Insolvency

(a) Any Group Member is generally unable or admits inability to pay its debts in an aggregate amount exceeding ten million Dollars (US$10,000,000) as they fall due, suspends making payments on any of its debts exceeding ten million Dollars (US$10,000,000) in aggregate or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such hereunder) with a view to rescheduling any of its indebtedness in excess of ten million Dollars (US$10,000,000) in aggregate.

(b) The value of the assets of any Group Member is less than its liabilities (taking into account contingent and prospective liabilities) and as a result such Group Member is required under applicable law to file for insolvency or cease trading.

(c) A moratorium is declared in respect of any indebtedness of any Group Member exceeding ten million Dollars (US$10,000,000) in aggregate. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

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29.9 Insolvency Proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments (with respect to payments in respect of debt, in respect of debt in an aggregate amount exceeding US$10,000,000), a moratorium of any indebtedness exceeding ten million Dollars (US$10,000,000) aggregate, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Group Member;

(ii) a composition, compromise, assignment or arrangement with any creditor of any Group Member in respect of debt in an aggregate amount exceeding US$10,000,000; or

(iii) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Group Member or any of its assets having an aggregate value exceeding US$10,000,000 (including the directors of any Group Member requesting a person to appoint any such officer in relation to a Group Member or any of its assets),

or any analogous procedure or step is taken in any jurisdiction.

(b) Clause 29.9(a) above shall not apply to any winding-up petition (or analogous procedure or step) which is frivolous or vexatious and is discharged, stayed or dismissed within fourteen (14) days (or such longer period as the Agent may agree) of commencement or, if earlier, the date on which it is advertised.

29.10 Creditors' Process

Any expropriation, attachment, sequestration, distress, execution or analogous process affects any substantial asset or assets of any Group Member having an aggregate value exceeding ten million Dollars (US$10,000,000) (other than a Mortgaged Vessel) and is not discharged within five (5) Business Days.

29.11 Unlawfulness and Invalidity

(a) It is or becomes unlawful for an Obligor or any other Group Member which is a party to the Intercreditor Agreement to perform any of its obligations under the Finance Documents.

(b) Any obligation or obligations of any Obligor under any Finance Documents or any other Group Member under the Intercreditor Agreement are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

(c) Any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination created under the Intercreditor Agreement ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.

29.12 Intercreditor Agreement

(a) Any Group Member which is party to the Intercreditor Agreement (other than an Obligor) fails to comply with the provisions of, or does not perform its obligations under, the Intercreditor Agreement; or

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(b) a representation or warranty given by that party in the Intercreditor Agreement is incorrect in any material respect,

and if the non-compliance or circumstances giving rise to the misrepresentation are capable of remedy, and it is not remedied within fifteen (15) Business Days of the earlier of the Agent giving notice to that party or that party becoming aware of the non-compliance or misrepresentation.

29.13 Cessation of Business and Revocation of Authorisations

(a) The Borrower suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or substantially all of its business.

(b) Any Authorisation required in connection with the entry by any Obligor into, validity or enforceability of any of the Finance Documents or the performance by any Obligor of the obligations thereunder or any of the transactions contemplated thereby is revoked, terminated or otherwise ceases to be in full force and effect and such revocation, termination or cessation has or is reasonably like to have a Material Adverse Effect.

29.14 Ownership of the Obligors

At any time after the initial Utilisation Date any Obligor (other than the Borrower) is not or ceases to be a direct or indirect wholly-owned Subsidiary of the Borrower.

29.15 Audit Qualification

The Borrower's Auditors issue a qualified opinion or an adverse opinion as contemplated by international auditing standards as at the date of this Agreement with respect to the consolidated audited annual financial statements of the Borrower.

29.16 Expropriation

The authority or ability of any Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action (including destruction of a substantial part of such Obligor's assets (including any Mortgaged Vessel)) by or on behalf of any governmental, regulatory or other authority or other person in relation to any Group Member or any of its assets, provided such event has or is reasonably likely to have a Material Adverse Effect.

29.17 Repudiation and Rescission of Finance Documents

An Obligor (or, in the case of the Intercreditor Agreement, any Group Member which is a party to the Intercreditor Agreement (other than an Obligor)) repudiates or purports to repudiate a Finance Document or rescinds or purports to rescind a Finance Document.

29.18 Litigation

Any litigation, alternative dispute resolution, arbitration or administrative proceeding is taking place, or threatened against any Group Member or any of its assets, rights or revenues which, which is not frivolous or vexatious and which, if adversely determined has or is reasonably likely to have a Material Adverse Effect, except if such Group Member has taken out an appropriate insurance cover in respect of the whole amount of any judgement, arbitral award or order relating thereto and has provided evidence thereof to the Agent.

29.19 Material Adverse Effect

Any Environmental Incident or other event or circumstance or series of events (including any change of law) occurs which has or is reasonably likely to have a Material Adverse Effect.

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29.20 Arrest of Mortgaged Vessel

A maritime or other lien (not being a Permitted Maritime Lien) is imposed on any Mortgaged Vessel or if a Mortgaged Vessel, its Earnings, Insurances or Requisition Compensation is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim and in either case the relevant Owner fails to procure the release of such lien or Mortgaged Vessel within a period of thirty (30) days (or such longer period as may be approved) of any of the Obligors becoming aware of such event save where the Obligors have provided additional security to the Security Agent in such form and for such amounts as the Agent may approve, acting on the instructions of all the Lenders.

29.21 Mortgaged Vessel Registration

Except with approval, the registration of any Mortgaged Vessel under the laws and flag of its Flag State is cancelled or terminated or, where applicable, not renewed or, if such Mortgaged Vessel is only provisionally registered on the date of its Mortgage, such Mortgaged Vessel is not permanently registered under such laws within ninety (90) days of such date.

29.22 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(a) cancel the Total Commitments at which time they shall immediately be cancelled; and/or

(b) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; and/or

(c) declare that all or part of the Loan be payable on demand, at which time it shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or

(d) declare that no withdrawals be made from any Account; and/or

(e) exercise or direct the Security Agent and/or any other beneficiary of the Security Documents to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

30 Position of Hedging Provider

30.1 Hedging Providers

It is acknowledged that at the time any Hedging Contract is entered into after the date hereof, any Hedging Provider who is party to such Hedging Contract (and who is not an Original Hedging Provider) shall accede to, and become a party to, this Agreement by entering into a deed of accession in a form to be agreed by the parties and upon the execution of such deed of accession the relevant Hedging Provider shall have the rights and obligations on the part of the Hedging Providers contained in this Agreement and the other Finance Documents.

30.2 Rights of Hedging Provider

Each Hedging Provider is a Finance Party and as such, will be entitled to share in the security constituted by the Security Documents in respect of any liabilities of the Borrower under the Hedging Contracts with such Hedging Provider in the manner and to the extent contemplated by the Finance Documents.

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30.3 No Voting Rights

No Hedging Provider in its capacity as such shall be entitled to vote on any matter where a decision of the Lenders alone is required under this Agreement, whether before or after the termination or close out of the Hedging Contracts with such Hedging Provider, provided that each Hedging Provider shall be entitled to vote on any matter where a decision of all the Finance Parties is expressly required.

30.4 Acceleration and Enforcement of Security

Neither the Agent or any other beneficiary of the Security Documents shall be obliged, in connection with any action taken or proposed to be taken under or pursuant to Clause 29 (Events of Default) or pursuant to the other Finance Documents, to have any regard to the requirements of the Hedging Provider except to the extent that the relevant Hedging Provider is also a Lender.

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Section 9. Changes to Parties

31 Changes to the Lenders

31.1 Assignments and Transfers by the Lenders

Subject to this Clause 31, a Lender (the "Existing Lender") may assign any of its rights, or transfer by novation any of its rights and obligations, under any Finance Document to a bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the "New Lender").

31.2 Conditions of Assignment or Transfer

(a) The consent of the Borrower is required for an assignment or transfer by an Existing Lender or any sub-participation or any other agreement or arrangement having an economic effect substantially similar to a sub-participation of any of its obligations by a Lender which involves the transfer of voting rights to the transferee or gives the transferee effective control over voting rights (a "Sub-Participation"), unless the assignment, transfer or Sub-Participation (as applicable) is (i) to a regulated deposit taking institution, a pension fund or an insurance company or (ii) following the occurrence of an Event of Default which is continuing. Any assignment, transfer or Sub-Participation by a Lender shall be without additional cost to the Borrower or the Agent. The Agent will immediately advise the Borrower of the assignment, transfer or Sub-Participation.

(b) The Borrower's consent may not be unreasonably withheld or delayed and will be deemed to have been given five (5) Business Days after the Agent or Existing Lender has requested consent unless consent is expressly refused within that time.

(c) An assignment or transfer will only be effective:

(i) on receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrower and the other Finance Parties as it would have been under if it was an Original Lender;

(ii) on the New Lender entering into any documentation required for it to accede as a party to the Intercreditor Agreement and to any Security Document to which the Existing Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or notice requirements;

(iii) on the performance by the Agent of all "know your customer" or other checks relating to any person that it is required to carry out in relation to such assignment or transfer to a New Lender, the completion of which the Agent shall promptly notify to the Lender and the New Lender;

(iv) if it is for a minimum amount of ten million Dollars (US$10,000,000) or, if less, all of the Commitments of the Existing Lender;

(v) if required, the Borrower has given its consent in accordance with paragraph (a) above; and

(vi) in respect of a transfer only, will only be effective if the New Lender enters into the documentation required for it to accede as a party to the

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Intercreditor Agreement and if the procedure set out in Clause 31.5 (Procedure for Transfer) is complied with.

(d) If:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

(e) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with the Finance Documents on or prior to the date on which the transfer or assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

31.3 Fee

The New Lender (unless it is an Affiliate of the Existing Lender) shall, on the date upon which an assignment takes effect, pay to the Agent (for its own account) a fee of three thousand five hundred Dollars (US$3,500).

31.4 Limitation of Responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender and each Arranger makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii) the financial condition of any Obligor;

(iii) the performance and observance by any Obligor or any other person of its obligations under the Finance Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Obligors and their related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document; and

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(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 31 (Changes to the Lenders); or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

31.5 Procedure for Transfer

(a) Subject to the conditions set out in Clause 31.2 (Conditions of Assignment or Transfer), a transfer is effected in accordance with Clause 31.5(d) below when (a) the Agent executes an otherwise duly completed Transfer Certificate and (b) the Agent executes any document required under Clause 31.2(c) (Conditions of Assignment or Transfer) which it may be necessary for it to execute, in each case delivered to it by the Existing Lender and the New Lender duly executed by them and, in the case of any such other document, any other relevant person. The Agent shall, subject to Clause 31.5(b) below, as soon as reasonably practicable after receipt by it of a Transfer Certificate and any such other document each duly completed, appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and such other document.

(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c) The Obligors and the other Finance Parties irrevocably authorise the Agent to execute any Transfer Certificate on their behalf without any consultations with them.

(d) On the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents, the Existing Lender shall be released from further obligations towards the Obligors and the other Finance Parties under the Finance Documents and the rights of the Obligors and the other Finance Parties against the Existing Lender under the Finance Documents shall be cancelled (being the "Discharged Rights and Obligations") (but the obligations owed by the Obligors under the Finance Documents shall not be released);

(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii) the other Finance Parties and the New Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the

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transfer and to that extent the Existing Lender and the other Finance Parties shall each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party to the Finance Documents as a "Lender" for the purposes of all the Finance Documents.

31.6 Procedure for Assignment

(a) Subject to the conditions set out in Clause 31.2 (Conditions of Assignment or Transfer) an assignment may be effected in accordance with Clause 31.6(c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to Clause 31.6(b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c) The Obligors and the other Finance Parties irrevocably authorise the Agent to execute any Assignment Agreement on their behalf without any consultations with them.

(d) On the Transfer Date:

(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement;

(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Security Documents); and

(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.

(e) Lenders may utilise procedures other than those set out in this Clause 31.6 to assign their rights and obligations under the Finance Documents (but not, without the consent of the Borrower or unless in accordance with Clause 31.5 (Procedure for Transfer), to obtain a release by the relevant Obligor from the obligations owed to such Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that such Lenders comply with the conditions set out in Clause 31.2 (Conditions of Assignment or Transfer).

31.7 Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement or an Increase Confirmation and any other document required under Clause 31.2(c) (Conditions of Assignment or Transfer), send a copy of that Transfer Certificate, Assignment Agreement or Increase Confirmation and such documents to the Borrower.

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31.8 Security Over Lenders' Rights

In addition to the other rights provided to Lenders under this Clause 31, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; except that no such charge, assignment or Security Interest shall:

(a) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or

(b) require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

32 Changes to the Obligors

32.1 No Transfer or Assignment

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

32.2 Additional Guarantors

(a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 19.8 ("Know your customer" checks), the Borrower may request that any of its wholly owned Subsidiaries become a Guarantor.

(b) A member of the Group shall become an Additional Guarantor if:

(i) the proposed Additional Guarantor delivers to the Agent a duly completed and executed Accession Deed; and

(ii) the Agent has received all of the documents and other evidence listed in Part III of Schedule 3 (Conditions Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent.

(c) The Agent shall notify the Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part III of Schedule 3 (Conditions Precedent).

(d) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (c) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

32.3 Repetition of Representations

Delivery of an Accession Deed by any Additional Guarantor constitutes confirmation by that Additional Guarantor that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

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Section 10. The Finance Parties

33 Roles of Agent and Arranger

33.1 Appointment of the Agent

(a) Each of the Arranger and the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b) Each of the Arranger and the Lenders authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

33.2 Instructions

(a) The Agent shall:

(i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B) in all other cases, the Majority Lenders;

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.

(b) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Security Agent.

(d) The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

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(e) In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the security constituted by the Security Documents or the Security Documents.

33.3 Duties of the Agent

(a) The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

(b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

(c) Without prejudice to Clause 31.7 (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower), paragraph (b) above shall not apply to any Transfer Certificate, any Assignment Agreement or any Increase Confirmation.

(d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Arranger or the Security Agent) under this Agreement, it shall promptly notify the other Finance Parties.

(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

33.4 Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

33.5 No fiduciary duties

(a) Nothing in any Finance Document constitutes the Agent or the Arranger as a trustee or fiduciary of any other person.

(b) Neither the Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

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33.6 Business with the Group

The Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

33.7 Rights and discretions

(a) The Agent may:

(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii) assume that:

(A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

(B) unless it has received notice of revocation, that those instructions have not been revoked; and

(iii) rely on a certificate from any person:

(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 29.1 (Non-payment));

(ii) any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and

(iii) any notice or request made by the Borrower (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.

(c) The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.

(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

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(f) The Agent may act in relation to the Finance Documents through its officers, employees and agents and the Agent shall not:

(i) be liable for any error of judgment made by any such person; or

(ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part of any such person,

unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct.

(g) Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(h) Without prejudice to the generality of paragraph (g) above, the Agent:

(i) may disclose; and

(ii) on the written request of the Borrower or the Majority Lenders shall, as soon as reasonably practicable, disclose,

the identity of a Defaulting Lender to the Borrower and to the other Finance Parties.

(i) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranger is obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(j) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

33.8 Responsibility for documentation

Neither the Agent nor the Arranger is responsible or liable for:

(a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Arranger, an Obligor or any other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security; or

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(c) any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

33.9 No duty to monitor

The Agent shall not be bound to enquire:

(a) whether or not any Default has occurred;

(b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

(c) whether any other event specified in any Finance Document has occurred.

33.10 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent, the Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:

(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security, unless directly caused by its gross negligence or wilful misconduct;

(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security; or

(iii) without prejudice to the generality of paragraphs (i)and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or

(B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Payment Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b) No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Transaction Document and any

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officer, employee or agent of the Agent may rely on this Clause subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Agent or the Arranger to carry out:

(i) any "know your customer" or other checks in relation to any person; or

(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender,

on behalf of any Lender and each Lender confirms to the Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arranger.

(e) Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any Finance Document or the Transaction Security shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

33.11 Lenders' indemnity to the Agent

(a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 36.12 (Disruption to Payment Systems etc.), notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).

(b) Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above.

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(c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to an Obligor.

33.12 Resignation of the Agent

(a) The Agent may resign and appoint one of its Affiliates as successor by giving notice to the Lenders and the Borrower.

(b) Alternatively the Agent may resign by giving 30 days' notice to the Lenders and the Borrower, in which case the Majority Lenders may appoint a successor Agent, such successor to be acceptable to the Borrower (acting reasonably).

(c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Agent may appoint a successor Agent, such successor to be acceptable to the Borrower (acting reasonably).

(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 33 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties.

(e) The retiring Agent shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

(f) The Agent's resignation notice shall only take effect upon the appointment of a successor.

(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent and Security Agent) and this Clause 33.12 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

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(h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(i) the Agent fails to respond to a request under Clause 12.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Agent pursuant to Clause 12.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

33.13 Replacement of the Agent

(a) After consultation with the Borrower, the Majority Lenders may, by giving 30 days' notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent, such successor to be acceptable to the Borrower (acting reasonably).

(b) The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(c) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent and the Security Agent) and this Clause 33 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

(d) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

33.14 Confidentiality

(a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

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(b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

33.15 Relationship with the Lenders

(a) The Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i) entitled to or liable for any payment due under any Finance Document on that day; and

(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days' prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b) Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 38.6 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 38.2 (Addresses) and paragraph (a)(ii) of Clause 38.6 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

33.16 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Arranger 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 any Finance Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or

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executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

(d) the adequacy, accuracy or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(e) the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security Interest affecting the Charged Property.

33.17 Agent's management time

Any amount payable to the Agent under Clause 14.3 (Indemnity to the Agent and the Security Agent), Clause 16 (Costs and Expenses) and Clause 33.11 (Lenders' indemnity to the Agent) after the occurrence of an Event of Default while such Event of Default is continuing, shall include the cost of utilising the Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Borrower and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause 11 (Fees).

33.18 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

33.19 Reliance and engagement letters

Each Finance Party and Secured Party confirms that each of the Arranger and the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arranger or Agent) the terms of any reliance letter or engagement letters relating to any reports or letters provided by accountants in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

33.20 Role of Reference Banks

(a) No Base Reference Bank is under any obligation to provide a quotation or any other information to the Agent.

(b) No Base Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Base Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.

(c) No Party (other than the relevant Base Reference Bank) may take any proceedings against any officer, employee or agent of any Base Reference Bank in respect of any claim it might have against that Base Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Base Reference Bank Quotation, and any officer, employee or

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agent of each Base Reference Bank may rely on this Clause 33.20 subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

33.21 Third party Base Reference Banks

A Base Reference Bank which is not a Party may rely on Clause 33.20 (Role of Base Reference Banks), paragraph (c) of Clause 42.2 (Exceptions) and Clause 46 (Confidentiality of Funding Rates and Base Reference Bank Quotations) subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

34 Conduct of Business by the Finance Parties

34.1 Finance Parties Tax Affairs

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

34.2 Finance Parties Acting Together

Notwithstanding Clause 2.3 (Finance Parties' Rights and Obligations), if the Agent makes a declaration under Clause 29.22 (Acceleration) the Agent shall, in the names of all the Finance Parties, take such action on behalf of the Finance Parties and conduct such negotiations with the Borrower and any Group Members and generally administer the Facility in accordance with the wishes of the Majority Lenders. All the Finance Parties shall be bound by the provisions of this Clause and no Finance Party shall be entitled to take action independently against any Obligor or any of its assets without the prior consent of the Majority Lenders.

34.3 Conflicts

(a) The Borrower acknowledges that any Arranger and its parent undertaking, subsidiary undertakings and fellow subsidiary undertakings (together an "Arranger Group") may be providing debt finance, equity capital or other services (including financial advisory services) to other persons with which the Borrower may have conflicting interests in respect of the Facility or otherwise.

(b) No member of an Arranger Group shall use confidential information gained from any Obligor by virtue of the Facility or its relationships with any Obligor in connection with their performance of services for other persons. This shall not, however, affect any obligations that any member of an Arranger Group has as Agent in respect of the Finance Documents. The Borrower also acknowledges that no member of an Arranger Group has any obligation to use or furnish to any Obligor information obtained from other persons for their benefit.

(c) The terms "parent undertaking," "subsidiary undertaking" and "fellow subsidiary undertaking" when used in this Clause have the meaning given to them in sections 1161 and 1162 of the Companies Act 2006.

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34.4 Obligors

Any information or consent provided by the Agent or Security Agent under the Finance Documents may be relied upon by the Obligors as having been properly authorised by the Lenders, the Majority Lenders and/or the Finance Parties, as applicable, in accordance with the terms of the Finance Documents, unless otherwise notified by the Agent or Security Agent. Furthermore, each Obligor shall be entitled to deal with Agent and/or Security Agent in all matters arising under or relating to this Agreement and other Finance Documents.

35 Sharing Among the Finance Parties

35.1 Payments to Finance Parties

If a Finance Party (a "Recovering Finance Party") receives or recovers any amount from an Obligor other than in accordance with Clause 36 (Payment Mechanics) (a "Recovered Amount") and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Agent;

(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 36 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 36.6 (Partial Payments).

35.2 Redistribution of Payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause 36.6 (Partial Payments) towards the obligations of that Obligor to the Sharing Finance Parties.

35.3 Recovering Finance Party's Rights

On a distribution by the Agent under Clause 35.2 (Redistribution of Payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

35.4 Reversal of Redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and

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(b) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

35.5 Exceptions

(a) This Clause 35 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause 35.5, have a valid and enforceable claim against the relevant Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings in accordance with the terms of this Agreement, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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Section 11. Administration

36 Payment Mechanics

36.1 Payments to the Agent

(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document (other than a Hedging Contract), that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in a Participating Member State or London) with such bank as the Agent specifies.

36.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 36.3 (Distributions to an Obligor) and Clause 36.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment (but with same day value) in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five (5) Business Days' notice with a bank in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London). Any such payment made under this Clause 36.2 shall be made on the basis that if such payment is placed on overnight deposit by the Agent before making such funds available to the relevant Party and interest is earned on such overnight deposit, this interest shall be (or a pro rata amount of such interest in accordance with that Party's share in the payment) shall be made available to the Party entitled to receive the payment.

36.3 Distributions to an Obligor

The Agent may (with the consent of the Obligor or in accordance with Clause 37 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

36.4 Clawback

(a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

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36.5 Impaired Agent

(a) If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 36.1 (Payments to the Agent) may instead either:

(i) pay that amount direct to the required recipient(s); or

(ii) if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay that amount or the relevant part of that amount to an interest-bearing account held with an Acceptable Bank within the meaning of paragraph (a) of the definition of "Acceptable Bank" and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment (the "Paying Party") and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the "Recipient Party" or "Recipient Parties").

In each case such payments must be made on the due date for payment under the Finance Documents.

(b) All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the Recipient Party or the Recipient Parties pro rata to their respective entitlements.

(c) A Party which has made a payment in accordance with this Clause 36.5 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

(d) Promptly upon the appointment of a successor Agent in accordance with Clause 33.13 (Replacement of the Agent), each Paying Party shall (other than to the extent that that Party has given an instruction pursuant to paragraph (e) below) give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with Clause 36.2 (Distributions by the Agent).

(e) A Paying Party shall, promptly upon request by a Recipient Party and to the extent:

(i) that it has not given an instruction pursuant to paragraph (d) above; and

(ii) that it has been provided with the necessary information by that Recipient Party,

give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

36.6 Partial Payments

(a) If the Agent receives a payment for application against amounts due under the Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses;

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(ii) secondly, in or towards payment to the Lenders pro rata of any amount owing to the Lenders under Clause 33.11 (Lenders' Indemnity to the Agent) including any amount resulting from the indemnity to the Agent and the Security Agent under Clause 14.3 (Indemnity to the Agent and the Security Agent);

(iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents;

(iv) fourthly, in or towards payment to the Lenders pro rata of any principal which is due but unpaid under those Finance Documents; and

(v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Agent shall, if so directed by all the Lenders, vary the order set out in Clause 36.6(a)(i) to (v) above.

(c) Clauses 36.6(a) and 36.6(b) above will override any appropriation made by an Obligor.

36.7 No Set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim (except as otherwise provided in the Finance Documents).

36.8 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

36.9 Payments on Demand

For the purposes of Clause 29.1 (Non-payment) and subject to the Agent's right to demand interest under Clause 8.3 (Default Interest), payments on demand shall be treated as paid when due if paid within three (3) Business Days of demand, except as otherwise expressly provided in the Finance Documents.

36.10 Currency of Account

(a) Subject to Clauses 36.10(b) and 36.10(c) below, Dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b) A repayment of all or part of the Loan or an Unpaid Sum and each payment of interest shall be made in Dollars on its due date.

(c) Each payment in respect of the amount of any costs, expenses or Taxes or other losses shall be made in Dollars and, if they were incurred in a currency other than Dollars, the amount payable under the Finance Documents shall be the equivalent in Dollars of the relevant amount in such other currency on the date on which it was incurred.

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36.11 Change of Currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Borrower); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the London interbank market and otherwise to reflect the change in currency.

36.12 Disruption to Payment Systems Etc.

If either the Agent determines (in its discretion) that a Payment Disruption Event has occurred or the Agent is notified by the Borrower that a Payment Disruption Event has occurred:

(a) the Agent may, and shall, upon instructions from the Majority Lenders, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;

(b) the Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in Clause 36.12(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the Agent shall promptly notify the Finance Parties of any such determination or notice from the Borrower but in any event no later than five (5) Business Days after the date on which such determination was made or notice of such determination was received;

(d) the Agent shall, upon instructions from the Majority Lenders, consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be entitled to take any action to implement any changes to the operation or administration of the Facility without the instructions of the Majority Lenders and Clause 33.2 (Instructions) shall not apply in such circumstances pending receipt by the Agent of the Majority Lenders' instructions;

(e) any such changes agreed upon by the Agent, acting upon instructions from the Majority Lenders, and the Borrower shall (whether or not it is finally determined that a Payment Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents, notwithstanding the provisions of Clause 42 (Amendments and Grant of Waivers);

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(f) the Agent shall not be liable to the Finance Parties for failing to take any steps in respect of a Payment Disruption Event in the absence of specific instructions from the Majority Lenders;

(g) the Agent shall notify the Finance Parties of all changes agreed pursuant to Clause 36.12(e) above;

(h) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take any actions pursuant to or in connection with, this Clause 36.12.

37 Set-off

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

38 Notices

38.1 Communications in Writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

38.2 Addresses

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

(a) in the case of any Obligor which is a Party, that identified with its name in Schedule 1 (The Original Parties);

(b) in the case of any Obligor which is not a Party, that identified in any Finance Document to which it is a party;

(c) in the case of the Agent and any other original Finance Party that identified with its name in Schedule 1 (The Original Parties); and

(d) in the case of each Lender or other Finance Party, that notified in writing to the Agent on or prior to the date on which it becomes a Party in the relevant capacity,

or, in each case, any substitute address, fax number, or department or officer as an Obligor or Finance Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five (5) Business Days' notice.

38.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if by way of fax, when received in legible form; or

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(ii) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 38.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Agent or Security Agent will be effective only when actually received by the Agent or Security Agent and then only if it is expressly marked for the attention of the department or officer identified in Schedule 1 (The Original Parties) (or any substitute department or officer as the Agent or Security Agent shall specify for this purpose).

(c) All notices from or to an Obligor shall be sent through the Agent.

(d) Any communication or document made or delivered to the Borrower in accordance with this Clause 38.3 will be deemed to have been made or delivered to each of the Obligors.

38.4 Notification of Address and Fax Number

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 38.2 (Addresses) or changing its own address or fax number, the Agent shall notify the other Parties.

38.5 Communication when Agent is Impaired Agent

If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed

38.6 Electronic Communication

(a) Any communication to be made between the Agent and a Lender or a Hedging Provider or an Obligor under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including by way of the Agent's Debt Domain system), if the Agent and the relevant Lender such Hedging Provider or such Obligor:

(i) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(iii) notify each other of any change to their address or any other such information supplied by them.

(b) Any electronic communication made between the Agent and a Lender or the Hedging Provider or an Obligor will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender or the Hedging Provider or an Obligor to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.

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(c) All Lenders and Hedging Providers confirm that they have consented to the use of the Agent's Debt Domain system as an accepted method of communication under or in connection with the Finance Documents and agree that the Debt Domain system will be the primary method of communication between the Agent, the Lenders or a Hedging Provider. The Lenders and the Hedging Providers acknowledge that a communication via Debt Domain will be effective once the communication is posted to Intralinks by the Agent.

38.7 English Language

(a) Any notice given under or in connection with any Finance Document shall be in English.

(b) All other documents provided under or in connection with any Finance Document shall be:

(i) in English; or

(ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

39 Calculations and Certificates

39.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

39.2 Certificates and Determinations

Any certification or determination by the Agent of a rate or amount under any Finance Document is in the absence of manifest error, conclusive evidence of the matters to which it relates.

39.3 Day Count Convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of three hundred and sixty (360) days or, in any case where the practice in the London interbank market differs, in accordance with that market practice.

40 Partial Invalidity

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

41 Remedies and Waivers

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Documents. No election to affirm any Finance Document shall be effective unless it is in writing. No single or partial exercise of any right

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or remedy prevents any further or other exercise, or the exercise of any other right or remedy. The rights and remedies provided in the Finance Documents are cumulative and not exclusive of any rights or remedies provided by law.

42 Amendments and Grant of Waivers

42.1 Required Consents

(a) Subject to Clause 42.2 (Exceptions), any term of the Finance Documents may be amended or waived with the consent of the Agent (acting on the instructions of the Majority Lenders and, if it affects the rights and obligations of the Agent, the consent of the Agent) and the Borrower and any such amendment or waiver agreed or given will be binding on all Parties.

(b) The Agent may (or, in the case of the Security Documents, may instruct the Security Agent to) effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 42.1.

(c) Without prejudice to the generality of Clause 33.7 (Rights and discretions), the Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for, and effecting, any amendment, waiver or consent under this Agreement.

(d) Each Obligor agrees to any such amendment or waiver permitted by this Clause 42 which is agreed to by the Borrower. This includes any amendment or waiver which would, but for this paragraph (d), require the consent of all of the Guarantors.

42.2 Exceptions

(a) An amendment, waiver or discharge or release that has the effect of changing or which relates to:

(i) the definition of "Majority Lenders" in Clause 1.1 (Definitions);

(ii) an extension to the date of payment of any amount under the Finance Documents;

(iii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable or the rate at which they are calculated;

(iv) an increase in, or an extension of, any Commitment or the Total Commitments or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably;

(v) a change to the Borrower or any other Obligor, except in the case of the release of any Guarantor in accordance with Clause 17.12 (Release);

(vi) any provision which expressly requires the consent or approval of all the Lenders;

(vii) Clause 2.3 (Finance Parties' Rights and Obligations), Clause 31 (Changes to the Lenders), Clause 35.1 (Payments to Finance Parties), this Clause 42, Clause 47 (Governing Law) or Clause 48.1 (Jurisdiction of English Courts);

(viii) the order of distribution under Clause 36.6 (Partial Payments) or the order of priority or subordination under the Intercreditor Agreement;

(ix) the currency in which any amount is payable under any Finance Document;

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(x) the nature or scope of the Charged Property (except in the case of any release of Charged Property expressly permitted by any Finance Document) or the manner in which the proceeds of enforcement of the Security Documents are distributed;

(xi) the nature or scope of the guarantee and indemnity granted under Clause 17 (Guarantee and Indemnity), except in the case of the release of any Guarantor in accordance with Clause 17.12 (Release);

(xii) the circumstances in which the security constituted by the Security Documents are permitted or required to be released under any of the Finance Documents;

(xiii) changes to Clause 28 (Hedging Contracts); or

(xiv) changes to Clause 9.1(a) (Selection of Interest Periods),

shall not be made without the prior consent of all the Lenders.

(b) Amendments to or waivers in respect of the Hedging Contracts may only be agreed by the relevant Hedging Provider.

(c) An amendment or waiver which relates to the rights or obligations of the Agent, Security Agent or the Arrangers or a Base Reference Bank in their respective capacities as such (and not just as a Lender) may not be effected without the consent of the Agent, Security Agent or the Arrangers (as the case may be).

(d) Notwithstanding Clauses 42.1 (Required Consents) and 42.2(a) to 42.2(b) above (inclusive), the Agent may, if the Borrower (acting reasonably) agrees, make technical amendments to the Finance Documents arising out of manifest errors on the face of the Finance Documents, where such amendments would not prejudice or otherwise be adverse to the interests of any Finance Party without any reference or consent of the Finance Parties.

(e) The Borrower shall (at its own cost) have the right, in the absence of a Default which is continuing, to replace any Lender (the "Replaced Lender") that refuses to consent to certain amendments or waivers of this Agreement approved by the Agent which expressly require the consent of such Lender and which have been approved by the Majority Lenders with a New Lender (as defined in Clause 31.1 (Assignments and Transfers by the Lenders) provided that:

(i) such New Lender consents to the proposed amendments or waivers;

(ii) the New Lender and the Replaced Lender enter into a Transfer Certificate or Assignment Agreement;

(iii) the conditions set out in Clause 31.2(c)(i) to (iii) (Conditions of Assignment or Transfer) inclusive are satisfied; and

(iv) all amounts owing to the Replaced Lender including, but not limited to

(A) all amounts of principal and all accrued interest on the amount of the Replaced Lender's Commitment which has been utilised on the date of the Transfer Certificate or Assignment Agreement;

(B) any Break Costs; and

(C) any accrued but unpaid fees payable pursuant to Clause 11 (Fees)

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are paid on or before the date of the Transfer Certificate or Assignment Agreement.

42.3 Releases

Except with the approval of the Lenders or as is expressly permitted or required by the Finance Documents, the Agent shall not have authority to authorise the Security Agent to release:

(a) any Charged Property from the security constituted by any Security Document; or

(b) any Obligor from any of its guarantee or other obligations under any Finance Document.

42.4 Excluded Commitments

If any Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of Lenders under the terms of this Agreement (other than an amendment, waiver or consent referred to in Clause 42.2 (Exceptions)) within fifteen (15) Business Days of that request being made (unless the Borrower and the Agent agree to a longer time period in relation to any request):

(a) its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and

(b) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

42.5 Disenfranchisement of Defaulting Lenders

(a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments under the Facility or the agreement of any specified group of Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender's Commitments under the Facility will be reduced by the amount of its Available Commitments under the Facility and, to the extent that the reduction results in that Defaulting Lender's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of this Clause 42.5.

(b) For the purposes of this Clause 42.5, the Agent may assume that the following Lenders are Defaulting Lenders:

(i) any Lender which has notified the Agent that it has become a Defaulting Lender; and

(ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of Defaulting Lender has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

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42.6 Replacement of a Defaulting Lender

(a) The Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving ten (10) Business Days' prior written notice to the Agent and such Lender replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) assign pursuant to Clause 31 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;

(b) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 42.6 shall be subject to the following conditions:

(i) the Borrower shall have no right to replace the Agent or Security Agent;

(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Borrower to find a Replacement Lender;

(iii) the transfer must take place no later than fourteen (14) days after the notice referred to in Clause 42.6(a) above; and

(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.

42.7 Intercreditor Agreement

This Clause 42 is subject to the terms of the Intercreditor Agreement.

43 Counterparts

Each Finance Document 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 of the Finance Document.

44 Confidentiality

44.1 Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 44.2 (Disclosure of Confidential Information) and Clause 44.3 (Disclosure to Numbering Service Providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

44.2 Disclosure of Confidential Information

Any Finance Party may disclose:

(a) to any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners, insurers, insurance brokers, providers of direct or indirect credit protection and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this Clause 44.2(a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

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(b) to any person:

(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent and, in each case, to any of that person's Affiliates, Representatives and professional advisers;

(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Representatives and professional advisers;

(iii) appointed by any Finance Party or by a person to whom Clause 44.2(b)(i) or 44.2(b)(ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under Clause 33.15 (Relationship with the Lenders));

(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in Clause 44.2(b)(i) or 44.2(b)(ii) above;

(v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(vii) to any persons to whom or for whose benefit that Finance Party charges, assigns or otherwise creates a Security Interest (or may do so) pursuant to Clause 31.8 (Security over Lenders' Rights);

(viii) who is a Party; or

(ix) with the consent of the Borrower,

in each case, such Confidential Information as that Finance Party shall consider appropriate, if:

(A) in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B) in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

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(C) in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

(c) to any person appointed by that Finance Party or by a person to whom Clauses 44.2(b)(i) or 44.2(b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this Clause 44.2(c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party;

(d) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information; and

(e) any Confidential Information which is required to be publicised by applicable laws and regulations.

44.3 Disclosure to Numbering Service Providers

(a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Obligors the following information:

(i) names of Obligors (including any logos or trademarks of such Obligors);

(ii) country of domicile of Obligors;

(iii) place of incorporation of Obligors;

(iv) date of this Agreement;

(v) Clause 47 (Governing Law);

(vi) the names of the Agents and the Arrangers;

(vii) date of each amendment and restatement of this Agreement;

(viii) amount of, and name of, the Facility;

(ix) amount of Total Commitments;

(x) currency of the Facility;

(xi) type of the Facility;

(xii) ranking of the Facility;

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(xiii) Final Repayment Date for the Facility;

(xiv) changes to any of the information previously supplied pursuant to Clauses 44.3(a)(i) to 44.3(a)(xiii) above; and

(xv) such other information agreed between such Finance Party and the Borrower,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c) Each Obligor represents that none of the information set out in Clauses 44.3(a)(i) to 44.3(a)(xv) above is, nor will at any time be, unpublished price-sensitive information.

44.4 Disclosure for Statistical Purposes

Each Finance Party undertakes, upon request of the Borrower, to deliver such information as to the place where its participation in any outstanding Utilisation, or other Financial Indebtedness owed to such Finance Party, is beneficially held to the extent required to be delivered to any public authority in Denmark for statistical purposes.

44.5 Entire Agreement

This Clause 44 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

44.6 Inside Information

Each of the Finance Parties 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 inside dealing and market abuse and each of the Finance Parties undertakes not to use only Confidential Information for unlawful purpose.

44.7 Notification of Disclosure

Each of the Finance Parties agrees (to the extent permitted by applicable law and regulation) to inform the Borrower:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to Clause 44.2 (Disclosure of Confidential Information) if allowed by the applicable laws, regulations and internal compliance rules except where such disclosure is made to any of the persons referred to in that clause during the ordinary course of its supervisory or regulatory function; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 44 (Confidentiality).

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44.8 Continuing Obligations

The obligations in this Clause 44 (Confidentiality) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve (12) months from the earlier of:

(a) the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b) the date on which such Finance Party otherwise ceases to be a Finance Party.

45 Restriction on Debt Purchase Transaction

No Obligor shall, and each Obligor shall procure that no Group Member shall, enter into any Debt Purchase Transaction or beneficially own all or any part of the share capital of a company that is a Lender or a party to a Debt Purchase Transaction of the type referred to in paragraphs (b) or (c) of the definition of Debt Purchase Transaction.

46 Confidentiality of Funding Rates and Base Reference Bank Quotations

46.1 Confidentiality and disclosure

(a) The Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Agent, each Base Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.

(b) The Agent may disclose:

(i) any Funding Rate (but not, for the avoidance of doubt, any Base Reference Bank Quotation) to the relevant Borrower pursuant to Clause 8.4 (Notification of rates of interest); and

(ii) any Funding Rate or any Base Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender or Base Reference Bank, as the case may be.

(c) The Agent may disclose any Funding Rate or any Base Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:

(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Base Reference Bank Quotation is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Base Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;

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(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Base Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Base Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(iv) any person with the consent of the relevant Lender or Base Reference Bank, as the case may be.

(d) The Agent's obligations in this Clause 46 relating to Base Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 8.4 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Agent shall not include the details of any individual Base Reference Bank Quotation as part of any such notification.

46.2 Related obligations

(a) The Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Agent, each Base Reference Bank Quotation) is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not to use any Funding Rate or, in the case of the Agent, any Base Reference Bank Quotation for any unlawful purpose.

(b) The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Base Reference Bank, as the case may be:

(i) of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 46.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(ii) upon becoming aware that any information has been disclosed in breach of this Clause 46.

46.3 No Event of Default

No Event of Default will occur under Clause 29.4 (Other obligations) by reason only of an Obligor's failure to comply with this Clause 46.

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Section 12. Governing Law and Enforcement

47 Governing Law

This Agreement and any non-contractual obligations connected with it are governed by English law.

48 Enforcement

48.1 Jurisdiction of English Courts

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement or any non-contractual obligations connected with it (including a dispute regarding the existence, validity or termination of this Agreement) (a "Dispute").

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) This Clause 48.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

48.2 Service of Process

Without prejudice to any other mode of service allowed under any relevant law, each Obligor which is a Party (other than an Obligor incorporated in England and Wales):

(a) irrevocably appoints the person named in Schedule 1 (The Original Parties) or for an Additional Guarantor, in its relevant Accession Deed, as that Obligor's English process agent as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document;

(b) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned; and

(c) if any person appointed as process agent for an Obligor is unable for any reason to act as agent for service of process, that Obligor must immediately (and in any event within ten (10) days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose.

49 Patriot Act

Each Lender hereby notifies the Borrower and the Guarantors that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. Law 107-56 (signed into law October 26, 2001)) (as amended from time to time, the "USA PATRIOT Act") it may be required to obtain, verify and record information that identifies the Borrower and the Guarantors, including the names and addresses thereof and other information that allows each Lender to identify the Borrower and the Guarantors in accordance with the USA PATRIOT Act. The Borrower and the Guarantors shall provide such information and take such actions as are requested by any Lender to comply with the USA PATRIOT Act.

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

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Schedule 1

The Original Parties

Borrower

Name:	TORM A/S
Jurisdiction of incorporation	Denmark
Registration number(orequivalent, if any)	22460218
English process agent(if notincorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	Tuborg Havnevej 18, 2900 Hellerup, Denmark
Address for service of notices	Tuborg Havnevej 182900 HellerupDenmarkFax: +45 39 17 93 80Attention: Executive ManagementEmail: man@torm.com

Original Guarantors

Name:	TORM A/S
Jurisdiction of incorporation	Denmark
Registration number(orequivalent, if any)	22460218
English process agent(if notincorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	Tuborg Havnevej 18, 2900 Hellerup, Denmark
Address for service of notices	Tuborg Havnevej 182900 HellerupDenmarkFax: +45 39 17 93 80Attention: Executive ManagementEmail: man@torm.com

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Name:	DK Vessel HoldCo GP ApS
Jurisdiction of incorporation	Denmark
Registration number(orequivalent, if any)	34581444
English process agent(if notincorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	Tuborg Havnevej 18, 2900 Hellerup, Denmark
Address for service of notices	Tuborg Havnevej 182900 HellerupDenmarkFax: +45 39 17 93 80Attention: Executive ManagementEmail: man@torm.com

Name:	DK Vessel HoldCo K/S
Jurisdiction of incorporation	Denmark
Registration number(orequivalent, if any)	34583439
English process agent(if notincorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	Tuborg Havnevej 18, 2900 Hellerup, Denmark
Address for service of notices	Tuborg Havnevej 18 2900 Hellerup Denmark Fax: +45 39 17 93 80 Attention: Executive ManagementEmail: man@torm.com

Name:	VesselCo A ApS
Jurisdiction of incorporation	Denmark
Registration number(orequivalent, if any)	3458176
English process agent(if notincorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	Tuborg Havnevej 18, 2900 Hellerup, Denmark

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Address for service of notices Tuborg Havnevej 182900 HellerupDenmarkFax: +45 39 17 93 80Attention: Executive ManagementEmail: man@torm.com

Name:	VesselCo C ApS
Jurisdiction of incorporation	Denmark
Registration number(orequivalent, if any)	34581827
English process agent(if notincorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	Tuborg Havnevej 18, 2900 Hellerup, Denmark
Address for service of notices	Tuborg Havnevej 182900 HellerupDenmarkFax: +45 39 17 93 80Attention: Executive ManagementEmail: man@torm.com

Name:	VesselCo 1 K/S
Jurisdiction of incorporation	Denmark
Registration number(orequivalent, if any)	34583447
English process agent(if notincorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	Tuborg Havnevej 18, 2900 Hellerup, Denmark
Address for service of notices	Tuborg Havnevej 182900 HellerupDenmarkFax: +45 39 17 93 80Attention: Executive ManagementEmail: man@torm.com

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Name:	VesselCo 3 K/S
Jurisdiction of incorporation	Denmark
Registration number(orequivalent, if any)	34583463
English process agent(if notincorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	Tuborg Havnevej 18, 2900 Hellerup, Denmark
Address for service of notices	Tuborg Havnevej 182900 HellerupDenmarkFax: +45 39 17 93 80Attention: Executive ManagementEmail: man@torm.com

Name:	VesselCo 7 Pte. Ltd.
Jurisdiction of incorporation	Singapore
Registration number(orequivalent, if any)	201214893W
English process agent(if notincorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	6 Battery Road #27 02, Singapore 049909
Address for service of notices	Tuborg Havnevej 182900 HellerupDenmarkFax: +45 39 17 93 80Attention: Executive ManagementEmail: man@torm.com

Name:	VesselCo 6 Pte. Ltd.
Jurisdiction of incorporation	Singapore
Registration number(orequivalent, if any)	201214897C
English process agent(if notincorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	6 Battery Road #27 02, Singapore 049909

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Address for service of notices Tuborg Havnevej 182900 HellerupDenmarkFax: +45 39 17 93 80Attention: Executive ManagementEmail: man@torm.com

Name:	OCM (Gibraltar) Njord Midco Limited
Jurisdiction of incorporation	Gibraltar
Registration number(orequivalent, if any)	109714
English process agent(if notincorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	57/63 Line Wall Road, Gibraltar
Address for service of notices	Tuborg Havnevej 182900 HellerupDenmarkFax: +45 39 17 93 80Attention: Executive ManagementEmail: man@torm.com
	CC: Oaktree Capital Management (UK) LLP27 KnightsbridgeLondon, SW1X 7LY United Kingdom

Name:	OCM Singapore Njord Holdings St. Michaelis Pte. Ltd
Jurisdiction of incorporation	Singapore
Registration number(orequivalent, if any)	201323866W
English process agent(if notincorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	3 Anson Road, #27-01, Springleaf Tower, Singapore 079909

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Address for service of notices Tuborg Havnevej 182900 HellerupDenmarkFax: +45 39 17 93 80Attention: Executive ManagementEmail: man@torm.com CC: Oaktree Capital Management (UK) LLP27 KnightsbridgeLondon, SW1X 7LY United Kingdom

Name:	OCM Singapore Njord Holdings St. Gabriel Pte. Ltd
Jurisdiction of incorporation	Singapore
Registration number(or equivalent, if any)	201323872G
English process agent(if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	3 Anson Road, #27-01, Springleaf Tower, Singapore 079909
Address for service of notices	Tuborg Havnevej 182900 HellerupDenmarkFax: +45 39 17 93 80Attention: Executive ManagementEmail: man@torm.com CC: Oaktree Capital Management (UK) LLP27 KnightsbridgeLondon, SW1X 7LY United Kingdom

Name:	OCM Singapore Njord Holdings Hardrada, Pte. Ltd
Jurisdiction of incorporation	Singapore
Registration number(orequivalent, if any)	201313503G
English process agent(if notincorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England

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Registered office	3 Anson Road, #27-01, Springleaf Tower, Singapore 079909
Address for service of notices	Tuborg Havnevej 182900 HellerupDenmarkFax: +45 39 17 93 80Attention: Executive ManagementEmail: man@torm.com CC: Oaktree Capital Management (UK) LLP27 KnightsbridgeLondon, SW1X 7LY United Kingdom

Name:	OCM Singapore Njord Holdings Agnete, Pte. Ltd
Jurisdiction of incorporation	Singapore
Registration number(orequivalent, if any)	201334081G
English process agent(if notincorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	3 Anson Road, #27-01, Springleaf Tower, Singapore 079909
Address for service of notices	Tuborg Havnevej 182900 HellerupDenmarkFax: +45 39 17 93 80Attention: Executive ManagementEmail: man@torm.com CC: Oaktree Capital Management (UK) LLP27 KnightsbridgeLondon, SW1X 7LY United Kingdom

Name:	OCM Singapore Njord Holdings Alice, Pte. Ltd
Jurisdiction of incorporation	Singapore
Registration number(orequivalent, if any)	201311928M
English process agent(if notincorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England

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Registered office	3 Anson Road, #27-01, Springleaf Tower, Singapore 079909
Address for service of notices	Tuborg Havnevej 182900 HellerupDenmarkFax: +45 39 17 93 80Attention: Executive ManagementEmail: man@torm.com CC: Oaktree Capital Management (UK) LLP27 KnightsbridgeLondon, SW1X 7LY United Kingdom

Name:	OCM Singapore Njord Holdings Alexandra, Pte. Ltd
Jurisdiction of incorporation	Singapore
Registration number(orequivalent, if any)	201334072E
English process agent(if notincorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	3 Anson Road, #27-01, Springleaf Tower, Singapore 079909
Address for service of notices	Tuborg Havnevej 182900 HellerupDenmarkFax: +45 39 17 93 80Attention: Executive ManagementEmail: man@torm.com CC: Oaktree Capital Management (UK) LLP27 KnightsbridgeLondon, SW1X 7LY United Kingdom

Name:	OCM Singapore Njord Holdings Almena, Pte. Ltd
Jurisdiction of incorporation	Singapore
Registration number(orequivalent, if any)	201311937N
English process agent(if notincorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England

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Registered office	3 Anson Road, #27-01, Springleaf Tower, Singapore 079909
Address for service of notices	Tuborg Havnevej 182900 HellerupDenmarkFax: +45 39 17 93 80Attention: Executive ManagementEmail: man@torm.com CC: Oaktree Capital Management (UK) LLP27 KnightsbridgeLondon, SW1X 7LY United Kingdom

Original Lenders

Name	Danske Bank A/S
Commitment US$182,323,385.67	Holmens Kanal 2-121092 Copenhagen K, DenmarkFax: +45 45 12 8722Attention: Christian Roed ChristensenEmail: loanagency@danskebank.com
Name	Skandinaviska Enskilda Banken AB (publ)
Commitment US$78,138,593.86	Skandinaviska Enskilda Banken ABShipping Finance, GÖH533SE-405 04 GothenburgSwedenFax: +46 31 621201Attn: Egil Aarrestad and Monica WendestenEmail: egil.aarrestad@seb.noandmonica.wendesten@seb.se
Name	DBS Bank Limited
Commitment US$54,163,775.43	12 Marina Boulevard, Level 46, Marina Bay Financial CentreTower 3, Singapore 018982Fax: +65 6324 4127Attn: Allan GohEmail: allan@dbs.com
Name	HSH Nordbank AG

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Commitment US$185,765,234.67	HSH Nordbank AGSpecial LoansGerhart-Hauptmann-Platz 5020095 HamburgFax: +49 40 3333 610219Attention: Nicole JunckerEmail: nicole.juncker@hsh-nordbank.com
Name	The Hongkong and Shanghai Banking Corporation Limited
Commitment US$37,879,758.11	21 Collyer Quay,HSBC Building, Level 15,Singapore 049320Fax: + 65 6424 4815Attention: Mr Wilson Tan / Mr John LazarusEmail: wilsontan@hsbc.com.sg/john.lazarus@hsbc.com.sg
Name	D-Star Ltd
Commitment US$2,446,103.41	C/O Napier Park Global Capital280 Park Avenue, 3rd FloorNew York, NY 10017Fax: +1 (212) 235-0731Attention: James DuplessieEmail: James.Duplessie@Napierparkglobal.com
Name	Napier Park Select Master Fund
Commitment US$1,630,735.62	C/O Napier Park Global Capital280 Park Avenue, 3rd FloorNew York, NY 10017Fax: +1 (212) 235-0731Attention: James DuplessieEmail: James.Duplessie@Napierparkglobal.com
Name	OCP Credit Strategy Fund
Commitment US$3,806,727.77	910, Sylvan Avenue, Suite 100Englewood CliffsNJ 07632United Sates of AmericaFax: +1 (201) 541-2611Attention: Kevin Connors, Nicole Torraco, Andrew WalkerEmail: kconnors@onexcredit.com,ntorraco@onexcredit.com,awalker@onexcredit.com

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Name	Onex Debt Opportunity Fund, Ltd.
Commitment US$6,246,454.20	910, Sylvan Avenue, Suite 100Englewood CliffsNJ 07632United Sates of AmericaFax: +1 (201) 541-2611Attention: Kevin Connors, Nicole Torraco, Andrew WalkerEmail: kconnors@onexcredit.com,ntorraco@onexcredit.com,awalker@onexcredit.com
Name	Macquarie Bank Limited
Commitment US$6,634,267.51	125 West 55th StreetNew YorkNY 10019Fax: +1 (212) 231-2239Attention: Bill Mauzy, Susan ChenEmail: Bill.mauzy@macquarie.com,Susan.chen@macquarie.com
Name	Barclays Bank PLC
Commitment US$1,690,156.19	5 The North ColonnadeLondon, E14 4BBAttention: Client Confi / Sam Gross / David KeoghEmail: xraclientconfi@barclays.com,sam.m.gross@barclays.com, david.keogh@barclays.com

The Agent

Name Danske Bank A/S

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Facility Office, address, fax number and attention details for notices and account details for payments Loan AgencyHolmens Kanal 2-121092 Copenhagen K, DenmarkFax: +45 45 12 8722Attention: Christian Roed ChristensenEmail: loanagency@danskebank.com Account details for payments: Pay to:                 [Account Details] Swift No: Account No:For Account of: Swift No: Reference:

The Security Agent

Name	Danske Bank A/S
Facility Office, address, faxnumber and attention details fornotices and account details for payments	Loan AgencyHolmens Kanal 2-121092 Copenhagen K, DenmarkFax: +45 45 12 8722Attention: Christian Roed ChristensenEmail: loanagency@danskebank.com Account details for payments: Pay to:                [Account Details] Swift No: Account No: For Account of: Swift No: Reference:

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Schedule 2

Mortgaged Vessel Information

No.	Mortgaged Vessel Name	Registered Owner	Type	Flag and Port of Registry	IMO Number	InitialSecurity Value
1.	Torm Anholt	VesselCo 7 Pte. Ltd.	Steel Tanker	Singapore	9300556	$11,580,000
2.	Torm Bornholm	VesselCo 7 Pte. Ltd.	Steel Bulk Tanker	Singapore	9287132	$11,580,000
3.	Torm Camilla	VesselCo 3 K/S	Product / Oil / Chemical Tanker	Denmark, Copenhagen	9263693	$15,750,000
4.	Torm Carina	VesselCo 3 K/S	Product / Oil / Chemical Tanker	Denmark, Copenhagen	9263708	$15,750,000
5.	Torm Caroline	VesselCo 3 K/S	Product / Oil / Chemical Tanker	Denmark, Copenhagen	9262091	$14,670,000
6.	Torm Cecilie	VesselCo 3 K/S	Product / Oil / Chemical Tanker	Denmark, Copenhagen	9215103	$13,500,000
7.	Torm Charente	VesselCo 3 K/S	Product / Oil / Chemical Tanker	Denmark, Copenhagen	9230854	$11,170,000
8.	Torm Clara	VesselCo 3 K/S	Product / Oil / Chemical Tanker	Denmark, Copenhagen	9215098	$12,420,000
9.	Torm Emilie	VesselCo 3 K/S	Product Tanker	Denmark, Copenhagen	9277785	$23,170,000
10.	Torm Estrid	VesselCo 3 K/S	Product Tanker	Denmark, Copenhagen	9277723	$23,170,000
11.	Torm Fox	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9302114	$16,330,000
12.	Torm Garonne	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9288930	$15,330,000
13.	Torm Gudrun	VesselCo 1 K/S	Product Engine Tanker	Denmark, Copenhagen	9199127	$15,420,000
14.	Torm Gyda	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9425502	$21,920,000
15.	Torm Horizon	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9283710	$17,000,000
16.	Torm Ismini	VesselCo 3 K/S	Product Tanker	Denmark, Copenhagen	9277797	$23,170,000
17.	Torm Kansas	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9290646	$19,580,000

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18.	Torm Kristina	VesselCo 1 K/S	Oil Tanker	Denmark, Copenhagen	9169512	$14,420,000
19.	Torm Laura	VesselCo 1 K/S	Oil / Chemical Tanker	Denmark, Copenhagen	9375616	$22,500,000
20.	Torm Lene	VesselCo 1 K/S	Chemical Tanker	Denmark, Copenhagen	9390769	$22,500,000
21.	Torm Lilly	VesselCo 3 K/S	Oil / Chemical Tanker	Denmark, Copenhagen	9392470	$23,920,000
22.	Torm Loire	VesselCo 3 K/S	Product / Oil / Chemical Tanker	Denmark, Copenhagen	9282986	$15,330,000
23.	Torm Lotte	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9392468	$23,920,000
24.	Torm Louise	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9392482	$23,920,000
25.	Torm Madison	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9212383	$10,170,000
26.	Torm Maren	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9358400	$36,750,000
27.	Torm Marina	VesselCo 3 K/S	Oil Tanker	Norway, Oslo	9319698	$33,920,000
28.	Torm Mathilde	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9358412	$36,750,000
29.	Torm Moselle	VesselCo 3 K/S	Product / Oil / Chemical Tanker	Denmark, Copenhagen	9254240	$14,750,000
30.	Torm Neches	VesselCo 7 Pte. Ltd.	Steel Tanker	Singapore	9221671	$11,580,000
31.	Torm Ohio	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9234678	$11,750,000
32.	Torm Platte	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9290660	$19,580,000
33.	Torm Republican	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9290658	$19,580,000
34.	Torm Rhone	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9215086	$10,170,000
35.	Torm Rosetta	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9254070	$14,750,000
36.	Torm San Jacinto	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9247778	$13,670,000
37.	Torm Saone	VesselCo 3 K/S	Product / Oil / Chemical Tanker	Denmark, Copenhagen	9295323	$15,330,000
38.	Torm Sara	VesselCo 6 Pte. Ltd.	Steel Tanker	Singapore	9273260	$21,080,000

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39.	Torm Signe	VesselCo 6 Pte. Ltd.	Steel Tanker	Singapore	9290957	$25,330,000
40.	Torm Sofia	VesselCo 6 Pte. Ltd.	Steel Tanker	Singapore	9295086	$25,330,000
41.	Torm Tevere	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9302126	$16,330,000
42.	Torm Thames	VesselCo 1 K/S	Oil/Chemical Tanker	Denmark, Copenhagen	9318333	$18,830,000
43.	Torm Trinity	VesselCo 1 K/S	Oil / Chemical Tanker	Denmark, Copenhagen	9212395	$10,170,000
44.	Torm Venture	VesselCo 1 K/S	Oil Products Tanker	Norway, Oslo	9307798	$27,170,000
45.	Njord Thyra	OCM Singapore Njord Holdings St. Michaelis Pte. Ltd	Oil Tanker	Singapore	9304588	$18,500,000
46.	Njord Eric	OCM Singapore Njord Holdings St. Gabriel Pte. Ltd	Oil / Chemical Tanker	Singapore	9304590	$20,080,000
47.	Torm Hardrada	OCM Singapore Njord Holdings Hardrada, Pte. Ltd	Oil Tanker	Singapore	9344007	$20,000,000
48.	Torm Agnete	OCM Singapore Njord Holdings Agnete, Pte. Ltd	Oil / Chemical Tanker	Singapore	9466013	$24,920,000
49.	Torm Alice	OCM Singapore Njord Holdings Alice, Pte. Ltd	Oil / Chemical Tanker	Singapore	9465966	$24,920,000
50.	Torm Alexandra	OCM Singapore Njord Holdings Alexandra, Pte. Ltd	Oil / Chemical Tanker	Singapore	9466001	$24,920,000
51.	Torm Almena	OCM Singapore Njord Holdings Almena, Pte. Ltd	Oil / Chemical Tanker	Singapore	9465980	$24,920,000

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Schedule 3

Conditions Precedent

Part 1

Conditions Precedent to Delivery of a Utilisation Request

1. Borrower's Corporate Documents

(a) A copy of the Constitutional Documents of the Borrower.

(b) A copy of a resolution of the board of directors of the Borrower:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute such Finance Documents;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents.

(d) A certificate of the Borrower (signed on behalf of the Borrower by a director of the Borrower) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security or similar limit binding on the Borrower to be exceeded.

(e) A copy of any power of attorney under which any person is to execute any of the Finance Documents on behalf of the Borrower.

(f) A certificate of an authorised signatory of the Borrower certifying that each copy document relating to it specified in paragraphs (a) to (e) above is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement and that any such resolutions or power of attorney have not been revoked.

(g) A copy, certified by a director of the Borrower signing on behalf of the Borrower, to be a true copy of the Original Financial Statements and Forecast of the Borrower.

2. Original Guarantors

(a) A copy of the Constitutional Documents of each Original Guarantor and the share register of each Original Guarantor.

(b) A copy of a resolution of the board of directors of each Original Guarantor (or any committee of such board empowered to approve and authorise the following matters):

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute such Finance Documents;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;

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(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

(iv) authorising the Borrower to act as its agent in connection with the Finance Documents.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents.

(d) If applicable, a copy of a resolution of the board of directors of the relevant company, establishing any committee referred to in paragraph (b) above and conferring authority on that committee.

(e) If required, a copy of a resolution signed by all the holders of the issued shares in each Original Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which such Original Guarantor is a party.

(f) A certificate of each Original Guarantor (signed by a director of such Original Guarantor on behalf of such Original Guarantor) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security or similar limit binding on such Original Guarantor to be exceeded.

(g) A copy of any power of attorney under which any person is to execute any of the Finance Documents on behalf of any Original Guarantor.

(h) A certificate of an authorised signatory of each Original Guarantor certifying that each copy document relating to it specified in paragraphs (a) through (g) above is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement and that any such resolutions or power of attorney have not been revoked.

3. "Know Your Customer" Information

Such documentation and information as any Finance Party may reasonably request through the Agent to comply with "know your customer" or similar identification procedures under all laws and regulations applicable to that Finance Party.

4. Transaction Documents

(a) This Agreement executed by the Borrower.

(b) The Fee Letter executed by the Borrower.

5. RCF Facility

(a) A copy (certified by a director of the Borrower signing on behalf of the Borrower) of each RCF Document and confirmation that all conditions precedent to the drawdown of the RCF Facility have been (or will on the Initial Borrowing Date be) satisfied in full or waived.

(b) A certificate of the Borrower (signed by a director of the Borrower signing on behalf of the Borrower) certifying that RCF Loan Commitments in an aggregate principal amount of US$75,000,000 have become available under the RCF Facility.

6. Charter Documents

A copy of the Bareboat Charter and any Charter Document relating to the Existing Charter Agreements of each Mortgaged Vessel, each certified by a director of the Borrower (signing

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on behalf of the Borrower) to be a true and complete copy and to be current and valid (including, to the extent not in the English language, a translation thereof).

7. Other Documents and Evidence

(a) Evidence that any process agent referred to in Clause 48.2 (Service of Process) or any other Finance Document to be entered into on or before the first Utilisation Date has accepted its appointment.

(b) A copy of any other Authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

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Part 2

Conditions Precedent to First Utilisation

1. Finance Documents

(a) The Mortgage in respect of each Mortgaged Vessel duly executed by the relevant Owner.

(b) The General Assignment in respect of each Mortgaged Vessel duly executed by the relevant Owner and the Bareboat Charterer.

(c) Duly executed notices of assignment of those notices and acknowledgements thereof as required by any of the above Security Documents.

(d) The Share Security duly executed by the relevant Shareholders, together with all letters, notices, transfers, certificates and other documents required to be delivered under such Share Security.

2. Mortgaged Vessels

(a) Evidence that each of the Mortgaged Vessels:

(i) is legally and beneficially owned by the relevant Owner and registered in the name of the relevant Owner through the relevant Registry as a ship under the laws and flag of the relevant Flag State; and

(ii) is classed with the relevant Classification free of all overdue requirements and recommendations of the relevant Classification Society.

3. Mortgage Registration

Evidence that the Mortgage in respect of each Mortgaged Vessel has been registered against the relevant Mortgaged Vessel at the relevant Registry under the laws and flag of the relevant Flag State as a first priority or preferred mortgage over such Mortgaged Vessel.

4. Insurance

In relation to each of the Insurances relating to each Mortgaged Vessel:

(a) an opinion from insurance consultants appointed by the Agent in respect of such Insurances;

(b) evidence that such Insurances have been placed in accordance with Clause 24 (Insurance) (including as regards coverage and amounts); and

(c) evidence that approved brokers, insurers and/or associations have issued or will issue letters of undertaking in favour of the Security Agent in an approved form in relation to the Insurances.

5. ISM and ISPS Code

Copies of:

(a) the document of compliance issued in accordance with the ISM Code to the person who is the operator of the relevant Mortgaged Vessel for the purposes of that code;

(b) the safety management certificate in respect of the relevant Mortgaged Vessel issued in accordance with the ISM Code; and

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(c) the international ship security certificate in respect of the relevant Mortgaged Vessel issued under the ISPS Code,

in each case, together with a certificate of the chief financial officer of the Borrower or relevant Owner (signing on behalf of the Borrower or relevant Owner, as applicable) confirming that each copy is a true and complete copy of such document and is current and valid.

6. Value of Security

Valuations acceptable to the Agent showing that the Security Value will be not less than 125% of the aggregate amount of the sum of the Loan and the aggregate RCF Commitments upon the making of the relevant Utilisation.

7. Initial Loan to Value

Evidence that as at the Initial Borrowing Date the sum of the aggregate Total Commitments and the aggregate RCF Commitments shall not be more than sixty-five per cent. (65%) of the sum of the Initial Security Value.

8. Fees and Expenses

Evidence that the fees, commissions, costs and expenses that are due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been paid or will be paid by the relevant Utilisation Date.

9. Bank Accounts

Evidence that any Account required to be established under Clause 26 (Bank Accounts) has been opened and established and designated as an "Earnings Account" pursuant to the provisions of Clause 26.2(a) (Other Provisions).

10. Jurisdiction

Details of each Group Member's jurisdiction or tax residency or centre of establishment on or immediately prior to the date of this Agreement.

11. Solvency Certificate

A solvency certificate (in a form and substance acceptable to the Agent) from the chief financial officer of the Borrower (signing on behalf of the Borrower) (in relation to all of the Obligors) and of each of the Obligors (other than the Borrower) (signing on behalf of such Obligors), on an individual basis, confirming that as a result of entering into, and performing their obligations under, the Finance Documents, (a) none of the Obligors on an individual basis are insolvent, or would, upon entry into of the relevant Finance Documents, become the subject of insolvency or analogous proceedings and (b) the Group is not, and will not become insolvent or the subject of insolvency or analogous proceedings.

12. Existing Financing

(a) Evidence satisfactory to the Agent, that all Existing Indebtedness has been, or will be, on the first Utilisation Date, repaid in full (including all principal, interest and any break costs payable in connection therewith) and that all guarantees in connection with such Existing Indebtedness and all Security Interests over any of the Mortgaged Vessels which are not Permitted Security Interests, have been or will, on such Utilisation be released and/or discharged.

157

(b) Evidence satisfactory to the Agent that a suitable closing and repayment process is in place in connection with the repayment and discharge in full of the Existing Indebtedness.

(c) Evidence that on the Initial Borrowing Date each Lender shall receive a cash payment in an amount equal to the interest that would have accrued under this Agreement if the Initial Borrowing Date had been 1 March 2015.

13. Purchase Agreement

On the Initial Borrowing Date and concurrently with the incurrence of the Term Loans, evidence that the Borrower has received proceeds in an amount not less than US$17,000,000 from OCM Njord Holdings S.à r.l. pursuant to that certain Share Purchase Agreement dated on or around the date of this Agreement between OCM Njord Holdings S.à r.l. and the Borrower concerning certain shares in Danmarks Skibskredit A/S.

14. Other Documents and Evidence

(a) Evidence that any process agent referred to in any other Finance Document to be entered into on or before the first Utilisation Date has accepted its appointment.

(b) A copy of any other Authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

158

Part 3

Conditions Precedent required to be delivered by an Additional Guarantor

1. An Accession Deed executed by the Additional Guarantor.

2. A copy of the Constitutional Documents of the Additional Guarantor and a certificate of good standing (to the extent applicable in the jurisdiction of incorporation of the Additional Guarantor) and the share register of the Additional Guarantor.

3. A copy of a resolution of the board of directors of the Additional Guarantor (or any committee of such board empowered to approve and authorise the following matters):

(a) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute such Finance Documents;

(b) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

(d) authorising the Borrower to act as its agent in connection with the Finance Documents.

4. If applicable, a copy of a resolution of the board of directors of the relevant company, establishing any committee referred to in paragraph 3 above and conferring authority on that committee.

5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above in relation to the relevant Finance Documents and related documents.

6. If required, a copy of a resolution signed by all the holders of the issued shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.

7. If required, a copy of a resolution of the board of directors of each corporate shareholder of the Additional Guarantor approving the terms of the resolution referred to in paragraph 6 above.

8. A certificate of the Additional Guarantor (signed on behalf of the Additional Guarantor by a director of the Additional Guarantor) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security or similar limit binding on the Additional Guarantor to be exceeded.

9. A copy of any power of attorney under which any person is to execute any of the Finance Documents on behalf of any Additional Guarantor.

10. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document relating to it specified in paragraphs 1 through 9 above is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement and that any such resolutions or power of attorney have not been revoked.

11. A certificate from an officer of the Additional Guarantor (signing on behalf of such Additional Guarantor) that no consents, authorisations, licences or approvals are necessary for the Additional Guarantor to guarantee and/or grant security for the borrowing by the

159

Borrower of the Loan pursuant to this Agreement and execute, deliver and perform any other Finance Document to which the Additional Guarantor is a party.

12. A copy of any other Authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by the Accession Deed or for the validity and enforceability of any Finance Document.

13. A legal opinion of White & Case LLP, addressed to the Arrangers and the Agent, in respect of matters of English law, substantially in the form approved by the Agent (acting on the instructions of the Lenders) prior to signing the Accession Deed.

14. A legal opinion of the legal advisers to the Arrangers and the Agent in each jurisdiction in which an Additional Guarantor is incorporated and/or which is or is to be the Flag State of a Mortgaged Vessel relating to that Additional Guarantor, and/or of each jurisdiction relevant to the Security Documents to which that Additional Guarantor is a party, each substantially in the form approved by the Agent (acting on the instructions of the Lenders) prior to signing the Accession Deed.

15. Evidence that any process agent referred to in Clause 48.2 (Service of Process) has accepted its appointment in relation to the Additional Guarantor.

16. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor.

17. Any notices or documents required to be given or executed under the terms of those security documents.

160

Schedule 4

Form of Utilisation Request

From:TORM A/S

To:     [●]

Dated:[●] 2015

Dear Sirs

US$560,725,192.45 Term Facility Agreementdated [●] 2015 (the "Agreement")

1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow the Loan on the following terms:

Proposed Utilisation Date: [●] (or, if that is not a Business Day, the next Business Day)

Amount: US$ [●]

Interest Period: [●]

3. We confirm that each condition specified in Clause 4.3 (Further Conditions Precedent) is satisfied or waived on the date of this Utilisation Request.

4. The purpose of this Loan is [specify purpose complying with Clause 3 of the Agreement] and its proceeds should be credited to [●] [specify account].

5. The Repeating Representations, (being each of the representations and warranties set out in the Agreement at Clauses 18.1 (Status) to and including Clause 18.6 (Governing Law and Enforcement) (except for those contained in Clause 18.2 (Binding Obligations) to the extent that the circumstances giving rise to a misrepresentation as a result of the repetition of Clause 18.2 (Binding Obligations) also constitute an Event of Default under Clause 29.11 (Unlawfulness and Invalidity)) are correct at the date of this Utilisation Request.

Yours faithfully

Authorised Signatory for TORM A/S

[●]

161

Schedule 5

Form of Selection Notice

From:TORM A/S

To:     [●]

Dated:[●]

Dear Sirs

US$560,725,192.45 Term Facility Agreementdated [●] 2015 (the "Agreement")

1. We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2. We refer to the Interest Period ending on [●].

3. We request that the next Interest Period for the Loan is [three/six] months.

4. This Selection Notice is irrevocable.

Yours faithfully

Authorised Signatory for TORM A/S

[●]

162

Schedule 6

Form of Transfer Certificate

To:    [●] as Agent and [●] as Security Agent

From:[The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender")

Dated:

US$560,725,192.45 Term Facility Agreementdated [●] 2015(the " Facility Agreement")

1. We refer to the Facility Agreement and to the Intercreditor Agreement (as defined in the Facility Agreement). This agreement (the "Agreement") shall take effect as a Transfer Certificate for the purpose of the Facility Agreement and as a Creditor Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2. We refer to Clause 31.5 (Procedure for Transfer):

(a) The Existing Lender and the New Lender agree to the Existing Lender assigning to the New Lender all or part of the Existing Lender's Commitment rights and assuming the Existing Lender's obligations referred to in the Schedule in accordance with Clause 31.5 (Procedure for Transfer) and the Existing Lender assigns and agrees to assign such rights to the New Lender with effect from the Transfer Date

(b) The proposed Transfer Date is [●].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 38.2 (Addresses) are set out in the Schedule.

3. The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 31.4(c) (Limitation of Responsibility of Existing Lenders).

4. The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a) [a Qualifying Lender (other than a Treaty Lender);¹

(b) [a Treaty Lender;]

(c) [not a Qualifying Lender].¹

(d) [The New Lender acknowledges the provisions of Clause 12 of the Agreement and in particular that if it is not a Qualifying Lender it will not be entitled to any increased payment under 12.2(c) of the Agreement by reason of a Tax Deduction on account of Tax, as more particularly set out in Clause 12.2(d) and other provisions of Clause 12.]

5. We refer to clause 14 (Changes to the Parties) of the Intercreditor Agreement. In consideration of the New Lender being accepted as a Senior Lender for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Intercreditor Agreement as a Senior Lender, and undertakes to perform all the obligations expressed in the

¹ Delete as applicable - each New Lender is required to confirm which of these three categories it falls within.

163

Intercreditor Agreement to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.

6. 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 of this Agreement.

7. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

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

Note:  The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities

164

The ScheduleCommitment/rights to be assigned and obligations to be assumed[insert relevant details]Facility Office address, fax numberand attention details for notices and account details for payments[insert relevant details]

[Existing Lender]

By:

[New Lender]

By:

This Agreement is accepted as a Transfer Certificate for the purposes of the Facility Agreement by the Agent, and as a Creditor Accession Undertaking for the purposes of the Intercreditor Agreement by the Security Agent, and the Transfer Date is confirmed to be as stated above.

[Agent]

By:

[Security Agent]

165

Schedule 7

Form of Assignment Agreement

To:    [●] as Agent, [●] as Security Agent and [●] as Borrower, for and on behalf of each Obligor

From:[The Existing Lender] (the "Existing Lender") and [the New Lender] (the "New Lender")

Dated:

US$560,725,192.45 Term Facility Agreement dated [●] 2015 (the "Facility Agreement")

1. We refer to the Facility Agreement and to the Intercreditor Agreement (as defined in the Facility Agreement). This is an Assignment Agreement. This agreement (the "Agreement") shall take effect as an Assignment Agreement for the purpose of the Facility Agreement and as a Creditor Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2. We refer to Clause 31.6 (Procedure for Assignment) of the Facility Agreement:

(a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Facility Agreement, the other Finance Documents and in respect of the Security Documents which correspond to that portion of the Existing Lender's Commitment(s) and participations in Utilisations under the Facility Agreement as specified in the Schedule.

(b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitment(s) and participations in Utilisations under the Facility Agreement specified in the Schedule.

(c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

3. The proposed Transfer Date is [●].

4. On the Transfer Date the New Lender becomes:

(a) A party to the relevant Finance Documents (other than the Intercreditor Agreement) as a Lender;

(b) A party to the Intercreditor Agreement as Senior Lender (as defined in the Intercreditor Agreement).

5. The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 38.2 (Addresses) of the Facility Agreement are set out in the Schedule.

6. The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 31.4(c) (Limitation of Responsibility of Existing Lenders) of the Facility Agreement.

7. The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a) [a Qualifying Lender (other than a Treaty Lender);]

166

(b) [a Treaty Lender;]

(c) [not a Qualifying Lender].²

(d) [The New Lender acknowledges the provisions of Clause 12 of the Agreement and in particular that if it is not a Qualifying Lender it will not be entitled to any increased payment under 12.2(c) of the Agreement by reason of a Tax Deduction on account of Tax, as more particularly set out in Clause 12.2(d) and other provisions of Clause 12.]

8. We refer to clause 14 (Changes to the Parties) of the Intercreditor Agreement. In consideration of the New Lender being accepted as a Lender for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Intercreditor Agreement as a Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.

9. This Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 31.7 (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower) of the Facility Agreement, to the Borrower (on behalf of each Obligor) of the assignment referred to in this Agreement.

10. 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 of this Agreement.

11. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

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

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

² Delete as applicable - each New Lender is required to confirm which of these three categories it falls within.

167

The Schedule

Commitment/rights and obligations to be transferred by assignment, release and accession

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Existing Lender]	)
	)
	)
	)	By:

[New Lender]	)
	)
	)
	)	By:

This Agreement is accepted as an Assignment Agreement for the purposes of the Facility Agreement by the Agent, and as a Creditor Accession Undertaking for the purposes of the Intercreditor Agreement by the Security Agent, and the Transfer Date is confirmed as [●].

Signature of this Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to in this Agreement, which notice the Agent receives on behalf of each Finance Party.

[Agent]	)
	)
	)
	)	By:

[Security Agent]	)
	)
	)
	)	By:

168

Schedule 8

Form of Compliance Certificate

To:     [●]

From:TORM A/S

Dated:[●]

Dear Sirs

US$560,725,192.45 Term Facility Agreementdated [●] 2015 (the "Agreement")

1. I/We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2. I/We confirm that with respect to the financial quarter ending [30 June][31 December] of the Group:

(a) Minimum Liquidity: The Minimum Liquidity is US$[●]; [Requirement: Minimum Liquidity to be at least:

(i) for the period from the date of the Agreement to and including [●]³, fifty million dollars (US$50,000,000); and

(ii) thereafter, the greater of (x) fifty million dollars (US$50,000,000) and (y) five per cent. (5%) of the Group's Total Debt.

provided that at all times at least twenty million dollars (US$20,00,000) of minimum liquidity shall be composed of Cash and Cash Equivalents.

(b) Equity Ratio: The Equity Ratio is [●]. [Requirement: Equity Ratio shall not be less than twenty-five per cent. (25%)]

3. [I/We confirm that the Security Value is greater than the Minimum Value under the latest valuations of each Mortgaged Vessel obtained in accordance with Clause 25 (Minimum Security Value).]

4. I/We confirm that

(a) the aggregate exposure of the Group under any charter arrangements for vessels owned by third parties as per [30 June/31 December] [year] is US$[●].

(b) the aggregate exposure of the Group under Forward Freight Agreements entered into under Clause 27.1(c) as per [30 June/31 December] [year] is US$[●].

5. [I/We confirm that no Event of Default is continuing.] [If this statement cannot be made, the certificate should identify any Event of Default that is continuing and the steps, if any, being taken to remedy it.]

Signed by:

169

[Finance Director] [Chief Financial Officer] on behalf of Torm A/S

³ Date to be six (6) months after Initial Borrowing Date.

170

Schedule 9

Form of Increase Confirmation

To:      [●] as Agent and [●] as Security Agent

            and

            TORM A/S

From:  [the Increase Lender] (the Increase Lender)

Dated:[●]

US$560,725,192.45 Term Facility Agreementdated [●] 2015 (the "Facility Agreement")

1. We refer to the Facility Agreement and to the Intercreditor Agreement (as defined in the Facility Agreement). This agreement (the "Agreement") shall take effect as an Increase Confirmation for the purpose of the Facility Agreement and as a Creditor Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2. We refer to Clause 2.2 (Increase) of the Facility Agreement.

3. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the "Relevant Commitment") as if it was an Original Lender under the Facility Agreement.

4. The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the "Increase Date") is [●].

5. On the Increase Date, the Increase Lender becomes:

(a) party to the relevant Finance Documents (other than the Intercreditor Agreement) as a Lender; and

(b) party to the Intercreditor Agreement as a Senior Lender (as defined in the Intercreditor Agreement).

6. The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 38.2 (Addresses) are set out in the Schedule.

7. The Increase Lender expressly acknowledges the limitations on the Lenders' obligations referred to in Clause 2.2(g) (Increase).

8. The Increase Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a) [a Qualifying Lender (other than a Treaty Lender);]

(b) [a Treaty Lender;]

(c) [not a Qualifying Lender].⁴

⁴ Delete as applicable - each New Lender is required to confirm which of these three categories it falls within.

171

9. We refer to clause 14 (Changes to the Parties) of the Intercreditor Agreement. In consideration of the New Lender being accepted as a Senior Lender for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Intercreditor Agreement as a Senior Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.

10. 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 of this Agreement.

11. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

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

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

172

The Schedule

Relevant Commitment/rights and obligations to be assumed by the Increase Lender

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Increase Lender]

By:

By:

This Agreement is accepted as an Increase Confirmation for the purposes of the Facility Agreement by the Agent and as a Creditor Accession Undertaking for the purposes of the Intercreditor Agreement by the Security Agent and the Increase Date is confirmed as confirmed as [●].

Agent (on behalf of itself and the other Finance Parties)

By:

Security Agent (on behalf of itself and the other Finance Parties)

By:

TORM A/S

By:

173

Schedule 10

Scheduled Amortisation Payments

Repayment Date	Scheduled Amortisation Payment (US$)
13 Oct 2016	26,874,330.33
13 Apr 2017	26,874,330.33
13 Oct 2017	26,874,330.33
13 Apr 2018	26,874,330.33
13 Oct 2018	26,874,330.33
13 Apr 2019	26,874,330.33
13 Oct 2019	26,874,330.33
13 Apr 2020	26,874,330.33
13 Oct 2020	26,874,330.33
13 Apr 2021	26,874,330.33
13 Jul 2021	345,730,549.84

174

Schedule 11

Cash Sweep Cap Amounts

Cash Sweep Date	Cash Sweep Cap Amount (US$)
13 Jan 2016	26,874,330.33
13 Jul 2016	53,748,660.65
13 Jan 2017	80,622,990.98
13 Jul 2017	107,497,321.30
13 Jan 2018	120,934,486.47
13 Jul 2018	134,371,651.63

175

Schedule 12

Approved Existing Indebtedness

None.

176

Schedule 13

Form of Accession Deed

To:    [●] (as Agent) and [●] (as Security Agent)

From:[Acceding Guarantor]

Dated:

Dear Sirs

TORM A/SUS$560,725,192.45 Term Facility Agreement Dated [●] 2015 (the "Facility Agreement")

1. We refer to the Facility Agreement and to the Intercreditor Agreement. This deed (the "Accession Deed") shall take effect as an Accession Deed for the purposes of the Facility Agreement and as a Debtor Accession Deed for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facility Agreement have the same meaning in paragraphs 1-[3]/[4] of this Accession Deed unless given a different meaning in this Accession Deed.

2. [●] agrees to become a Guarantor and to be bound by the terms of the Agreement as a Guarantor, including Clause 17.4 (Waiver of Defences). [●] is a company duly incorporated under the laws of [●].

3. [●] administrative details are as follows:

Address:	[●]
Fax No:	[●]
Attention:	[●]

4. We confirm that no Default is continuing or would occur as a result of [●] becoming a Guarantor.

5. [Subsidiary] (for the purposes of this paragraph 5, the "Acceding Debtor") intends to give a guarantee, indemnity or other assurance against loss in respect of liabilities under the Facility Agreement

IT IS AGREED as follows:

(a) Terms defined in the Intercreditor Agreement shall, unless otherwise defined in this Accession Deed, bear the same meaning when used in this paragraph 5.

(b) The Acceding Debtor and the Security Agent agree that the Security Agent shall hold:

(i) [any Security Interest in respect of Liabilities created or expressed to be created pursuant to the Relevant Documents;

(ii) all proceeds of that Security Interest; and]

(iii) all obligations expressed to be undertaken by the Acceding Debtor to pay amounts in respect of the Liabilities to the Security Agent as trustee for the Secured Parties (in the Relevant Documents or otherwise) and secured by the Transaction Security together with all representations and warranties expressed to be given by the Acceding Debtor (in the Relevant Documents or otherwise) in favour of the Security Agent as trustee for the Secured Parties,

177

on trust for the Secured Parties on the terms and conditions contained in the Intercreditor Agreement.

(c) The Acceding Debtor confirms that it intends to be party to the Intercreditor Agreement as a Debtor, undertakes to perform all the obligations expressed to be assumed by a Debtor under the Intercreditor Agreement and agrees that it shall be bound by all the provisions of the Intercreditor Agreement as if it had been an original party to the Intercreditor Agreement.

(d) [In consideration of the Acceding Debtor being accepted as an Intra Group Lender for the purposes of the Intercreditor Agreement, the Acceding Debtor also confirms that it intends to be party to the Intercreditor Agreement as an Intra Group Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by an Intra Group Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement].

6. The limitations set forth herein shall apply mutatis mutandis to any security created by [●] under the Security Documents and to any guarantee, indemnity, any similar obligation resulting in a payment obligation and payment, including but not limited to set-off, pursuant to this Agreement and made by [●].

7. This Accession Deed and any non-contractual obligations connected with it are governed by English law.

8. [For Guarantors incorporated outside of England and Wales:  For the purposes of Clause 48.2 (Service of process) of the Agreement [●] appoints [●] of [●] as its English process agent.

9. This Accession Deed shall be considered a Finance Document.

10. The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Accession Deed or any non-contractual obligations connected with it (including a dispute regarding the existence, validity or termination of this Accession Deed) (a Dispute).

11. The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

12. Paragraphs 10 and 11 are for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

13. This Accession Deed has been executed as a deed by [●] and is delivered on the date stated above.

[●]

By:   [●]

Date:[●]

[to be executed as a deed under the relevant local law requirements]

178

This Accession Deed is acceptedby the Agent on behalf of itself and the other Finance Parties.

[●]

By:   [●]

Date:[●]

By:   [●]

Date:[●]

This Accession Deed is acceptedby the Security Agent on behalf of itself and the other Finance Parties.

[●]

By:   [●]

Date:[●]

By:   [●]

Date:[●]

179

Signatories

The Borrowcr TORM A/S	)
	)
	)	/s/ Flemming Ipsen	/s/ Mads Peter Zacho
	)	By:Flemming Ipsen	Mads Peter Zacho CFO

The Guarantors TORM A/S	)
	)
	)	/s/ Flemming Ipsen	/s/ Mads Peter Zacho
	)	By:Flemming Ipsen	Mads Peter Zacho CFO

DK Vessel HoldCo GP ApS	)
	)
	)	/s/ Flemming Ipsen	/s/ Mads Peter Zacho
	)	By:Flemming Ipsen	Mads Peter Zacho CFO

DK Vessel HoldCo K/S	)
	)
	)	/s/ Flemming Ipsen	/s/ Mads Peter Zacho
	)	By:Flemming Ipsen	Mads Peter Zacho CFO

VesselCo A ApS	)
	)
	)	/s/ Flemming Ipsen	/s/ Mads Peter Zacho
	)	By:Flemming Ipsen	Mads Peter Zacho CFO

VesselCo C ApS	)
	)
	)	/s/ Flemming Ipsen	/s/ Mads Peter Zacho
	)	By:Flemming Ipsen	Mads Peter Zacho CFO

VesselCo 1 K/S	)
	)
	)	/s/ Flemming Ipsen	/s/ Mads Peter Zacho
	)	By:Flemming Ipsen	Mads Peter Zacho CFO

VesselCo 3 K/S	)
	)
	)	/s/ Flemming Ipsen	/s/ Mads Peter Zacho
	)	By:Flemming Ipsen	Mads Peter Zacho CFO

VesselCo 7 Pte. Ltd.	)
	)
	)	/s/ Flemming Ipsen	/s/ Mads Peter Zacho
	)	By:Flemming Ipsen	Mads Peter Zacho CFO

VesselCo 6 Pte. Ltd.	)
	)
	)	/s/ Flemming Ipsen	/s/ Mads Peter Zacho
	)	By:Flemming Ipsen	Mads Peter Zacho CFO

OCM (Gibraltar) Njord Midco Limited	)
	)
	)	/s/ Mads Peter Zacho
	)	By:Mads Peter Zacho      CFO

OCM Singapore Njord Holdings St. Michaelis	)
Pte. Ltd.	)
	)	/s/ Mads Peter Zacho
	)	By:Mads Peter Zacho      CFO

OCM Singapore Njord Holdings St. Gabriel	)
Pte. Ltd.	)
	)	/s/ Mads Peter Zacho
	)	By:Mads Peter Zacho      CFO

OCM Singapore Njord Holdings Hardrada,	)
Pte. Ltd.	)
	)	/s/ Mads Peter Zacho
	)	By:Mads Peter Zacho      CFO

OCM Singapore Njord Holdings Agnete,.	)
Pte. Ltd	)
	)	/s/ Mads Peter Zacho
	)	By:Mads Peter Zacho      CFO

OCM Singapore Njord Holdings Alice,	)
Pte. Ltd.	)
	)	/s/ Mads Peter Zacho
	)	By:Mads Peter Zacho      CFO

OCM Singapore Njord Holdings Alexandra,	)
Pte. Ltd.	)
	)	/s/ Mads Peter Zacho
	)	By:Mads Peter Zacho      CFO

OCM Singapore Njord Holdings Almena,	)
Pte. Ltd.	)
	)	/s/ Mads Peter Zacho
	)	By:Mads Peter Zacho      CFO

The Existing Agents Danske Bank A/S	)
	)
	)	/s/ Christian Roed Christensen	/s/ Søren Geertsen
	)	By:Christian Roed Christensen      Senior Loan Manager	Søren Geertsen First Vice President

Nordea Bank Danmark A/S	)
	)
	)	/s/ Henrik Parlo Smidt	/s/ Amer Demo
	)	By:Henrik Parlo Smidt	Amer Demo

The Hongkong and Shanghai Banking Corporation Limited	)
	)
	)	/s/ Gautam Mukharya
	)	By:Gautam Mukharya

The Existing Administration Agent Danske Bank A/S	)
	)
	)	/s/ Christian Roed Christensen	/s/ Søren Geertsen
	)	By:Christian Roed Christensen      Senior Loan Manager	Søren Geertsen First Vice President

The New Agent Danske Bank A/S	)
	)
	)	/s/ Christian Roed Christensen	/s/ Søren Geertsen
	)	By:Christian Roed Christensen      Senior Loan Manager	Søren Geertsen First Vice President

The Existing Security Agent Nordea Bank Danmark A/S	)
	)
	)	/s/ Henrik Parlo Smidt	/s/ Amer Demo
	)	By:Henrik Parlo Smidt	Amer Demo

The New Security Agent Danske Bank A/S	)
	)
	)	/s/ Christian Roed Christensen	/s/ Søren Geertsen
	)	By:Christian Roed Christensen      Senior Loan Manager	Søren Geertsen First Vice President

EX-4.3

Exhibit 4.3

EXECUTION VERSION

Fourth Supplemental Agreement to Secured Loan Agreement dated 10 April 2014, as supplemented by a side letter dated 10 April 2014 and as amended pursuant to amendment letters dated 30 April 2014, 12 June 2014, 18 June 2014, 29 May 2015 and 19 February 2016 and as amended and restated pursuant to a first supplemental agreement dated 30 September 2015, a second supplemental agreement dated 30 December 2015 and a third supplemental agreement dated 29 November 2016

Dated 20 September 2017

Between

(1) TORM A/S (as Borrower A)

(2) TORM PLC (as Borrower B)

(3) TORM PLC (as Guarantor A)

(4) TORM A/S (as Guarantor B)

(5) VesselCo 8 Pte. Ltd. (as Owner A)

(6) VesselCo 11 Pte. Ltd. (as Owner B)

(7) TORM A/S (as Manager and Bareboat Charterer)

(8) TORM PLC (as HeadBareboat Charterer)

(9) The Financial Institutions listed in Schedule 1 (as Original Lenders)

(10) Danmarks Skibskredit A/S (formerly known as Danish Ship Finance A/S) (as Agent)

(11) Danmarks Skibskredit A/S (formerly known as Danish Ship Finance A/S) (as Security Agent)

and from the date of its accession to this Supplemental Agreement

(12) VesselCo 5 K/S

(as Owner C)

Contents

Page

1	Interpretation	3
2	Conditions to the Effective Date	5
3	Amendments to the Loan Agreement on the Effective Date	7
4	Representations and warranties	7
5	Confirmation and undertaking	7
6	Miscellaneous	8
7	Communications, counterparts, governing law and enforcement	8
Schedule 1	The Original Lenders	9
Schedule 2	Effective Date Confirmation	10
Schedule 3	Amended and Restated Loan Agreement	11

Supplemental Agreement

Dated 20 September 2017

Between:

(1) TORM A/S a company incorporated under the laws of Denmark with its registered office at Tuborg Havnevej 18, DK-2900 Hellerup, Denmark and CVR number 22460218 (in that capacity, "Borrower A");and

(2) TORM PLC, a company incorporated under the laws of England and Wales with company number 09818726 with its registered office at Birchin Court, 20 Birchin Lane, London, EC3V 9DU, United Kingdom (in that capacity, "Borrower B"and together with Borrower A, the "Borrowers");and

(3) TORM PLC, a company incorporated under the laws of England and Wales with company number 09818726 with its registered office at Birchin Court, 20 Birchin Lane, London, EC3V 9DU, United Kingdom (in that capacity, "Guarantor A");and

(4) TORM A/S a company incorporated under the laws of Denmark with its registered office at Tuborg Havnevej 18, DK-2900 Hellerup, Denmark and CVR number 22460218 (in that capacity, "Guarantor B"and together with Guarantor A, the "Guarantors");and

(5) VesselCo 8 Pte. Ltd., a company incorporated under the laws of Singapore with its registered office at 6 Battery Road, #27-02, Singapore 049909 ("Owner A");and

(6) VesselCo 11 Pte. Ltd., a company incorporated under the laws of Singapore with its registered office at 6 Battery Road, #27-02, Singapore 049909 ("Owner B"and together with Owner A, the "Existing Owners");and

(7) TORM A/S a company incorporated under the laws of Denmark with its registered office at Tuborg Havnevej 18, DK-2900 Hellerup, Denmark with CVR number 22460218 (in that capacity, the "Bareboat Charterer"and the "Manager");and

(8) TORM PLC, a company incorporated under the laws of England and Wales with company number 09818726 with its registered office at Birchin Court, 20 Birchin Lane, London, EC3V 9DU, United Kingdom (in that capacity, the "Head Bareboat Charterer");and

(9) The Financial Institutions listed in Schedule 1 (The Original Lenders),each acting through its Facility Office (together the "Original Lenders"and each an "Original Lender");and

(10) Danmarks Skibskredit A/S (formerly known as Danish Ship Finance A/S), acting as agent through its office at Sankt Annae Plads 3, DK-1250 Copenhagen K, Denmark with CVR number 27492649 (in that capacity, the "Agent");and

(11) Danmarks Skibskredit A/S (formerly known as Danish Ship Finance A/S), acting as security agent through its office at Sankt Annae Plads 3, DK-1250. Copenhagen K, Denmark with CVR number 27492649 (in that capacity, the "Security Agent");

Page 2

and from the date of its accession to this Supplemental Agreement:

(12) VesselCo 5 K/S, a company incorporated under the laws of Denmark with its registered office at c/o TORM A/S, Tuborg Havnevej 18, DK-2900 Hellerup, Denmark and CVR number 38911538 ("Owner C"and together with the Existing Owners, the "Owners")

Supplemental to a secured loan agreement dated 10 April 2014, as supplemented by a side letter dated 10 April 2014 and as amended pursuant to amendment letters dated 30 April 2014, 12 June 2014, 18 June 2014, 29 May 2015 and 19 February 2016 and as amended and restated pursuant to a first supplemental agreement dated 30 September 2015, a second supplemental agreement dated 30 December 2015 and a third supplemental agreement dated 29 November 2016 (the "Loan Agreement")made between the Borrowers as borrowers, the Guarantors as guarantors, the Lenders, the Agent and the Security Agent on the terms and subject to the conditions of which each of the Lenders agreed to advance to the Borrowers its respective Commitment of an aggregate amount not exceeding USD165,933,763.87.

Whereas:

(A) The Borrowers have requested an increase to the Maximum Loan Amount to two hundred and forty six million five hundred and thirty three thousand seven hundred and sixty three dollars 87/100 (USD246,533,763.87) to be split into (i) Existing Tranche A, Existing Tranche B and Existing Tranche C to assist the Borrowers to finance the Existing Vessels and (ii) the New Tranche which shall be advanced to Borrower B, in order to assist Owner C to finance the New Vessels (the "Request").

(B) The Finance Parties have agreed to give their consent to the Request, subject to and upon the terms and conditions contained in this Supplemental Agreement.

(C) The parties to this Supplemental Agreement have agreed to amend and restate the Loan Agreement on the terms and subject to the conditions set out in this Supplemental Agreement.

It is agreed that:

1 Interpretation

1.1 In this Supplemental Agreement:

"Building Contracts"means the 4 shipbuilding contracts each dated 24 July 2017 and entered into between Borrower A as buyer and China Shipbuilding Trading Company Limited and Guangzhou Shipyard International Company Limited as sellers, each for the construction of a New Vessel.

"Chargor C"means DK VESSEL HOLDCO K/S acting in its capacity as chargor of the limited partnership shares in Owner C and Borrower A in its capacity as chargor of the shares in VesselCo E ApS, the general partner of Owner C.

"Effective Date"means the date and time at which the Agent confirms in writing that all of the conditions referred to in Clause 2 have been satisfied, which confirmation the Agent shall be under no obligation to give if an Event of Default shall have occurred.

Page 3

"Existing Tranche"means the aggregate of Existing Tranche A, Existing Tranche B and Existing Tranche C.

"Existing Tranche A"means an amount made available to the Borrower A of which seventy nine million three hundred and fifty five thousand six hundred and thirty six 35/100 dollars (US$79,355,636.35) remains outstanding.

"Existing Tranche B"means an amount made available to Borrower A of which fifty eight million five hundred and fifty six thousand and sixty five 26/100 Dollars (US$58,556,065.26) remains outstanding.

"Existing Tranche C"means an amount made available to Borrower B of which twenty eight million twenty two thousand and sixty two 26/100 Dollars (US$28,022,062.26) remains outstanding.

"Deeds of Confirmation"means the deeds of in respect of the existing Security Documents which will be creating second priority security over the relevant secured asstes.

"New Guarantee"means the guarantee and indemnity given by Owner C pursuant to clause 18 of the Loan Agreement.

"New Mortgages"means new second priority mortgages over each of the Existing Vessels together with the collateral deed of covenants.

"New Security Documents"means the New Guarantee, the New Share Charge, the Deeds of Confirmation and the New Mortgages.

"New Share Charge"means the charge of the issued limited partnership shares of Owner C and its general partner VesselCo 5 ApS to be granted by the New Chargor in favour of the Security Agent.

"New Tranche"means an amount made or to be made available to Borrower B of up to eighty million and six hundred thousand Dollars (US$ 80,600,000).

"New Vessels"means:

a) hull No. 15121034 under the construction at Guangzhou Shipyard International Company Limited;

b) hull No. 15121035 under the construction at Guangzhou Shipyard International Company Limited;

c) hull No. 15121036 under the construction at Guangzhou Shipyard International Company Limited; and

d) hull No. 15121037 under the construction at Guangzhou Shipyard International Company Limited

pursuant to the Building Contracts.

"Security Parties"means all parties to this Supplemental Agreement other than the Finance Parties and "Security Party"means any one of them.

Page 4

"Upfront Fee"means the non-refundable upfront fee of 0.90% of the New Tranche.

1.2 All words and expressions defined in the Amended and Restated Loan Agreement shall have the same meaning when used in this Supplemental Agreement as if it is set out in full.

1.3 All obligations, representations, warranties, covenants and undertakings of the Security Parties under or pursuant to this Supplemental Agreement shall, unless otherwise expressly provided, be entered into, made or given by them jointly and severally.

1.4 Any reference to an amount outstanding under any of the Existing Tranches are references to the amounts outstanding on 14 September 2017 and do not account for the instalments paid after such date.

2 Conditions to the Effective Date

As conditions to the effectiveness of Clause 3, the Security Parties shall deliver or cause to be delivered to or to the order of the Agent the following documents and evidence no later than 60 days after the date of this Supplemental Agreement:

2.1 Corporate Documentation

2.1.1 a copy, certified by the relevant Security Party as true, complete, accurate and unamended, of the constitutional documents of that Security Party;

2.1.2 a copy, certified by the relevant Security Party as true, complete and accurate and neither amended nor revoked, of a resolution of the directors and (if applicable) a resolution of the shareholders of that Security Party (together, where appropriate, with signed waivers of notice of any directors' or (if applicable) shareholders' meetings) approving, and authorising or ratifying the execution of, this Supplemental Agreement and any document to be executed by that Security Party pursuant to this Supplemental Agreement;

2.1.3 a power of attorney of each Security Party under which this Supplemental Agreement and any documents required pursuant to it are to be executed by that Security Party;

2.1.4 an original certificate of a duly authorised officer of each Security Party:

(a) certifying that each copy document relating to it specified in Clauses 2.1.1 to 2.1.3 is correct, complete and in full force and effect;

(b) setting out the names of the directors, officers and shareholders of that Security Party and the proportion of shares held by each shareholder; and

(c) confirming that borrowing or guaranteeing or securing, as appropriate, the Loan would not cause any borrowing, guarantee, security or similar limit binding on that Security Party to be exceeded.

Page 5

2.2 Finance Documents

2.2.1 This Supplemental Agreement;

2.2.2 the New Security Documents duly executed and perfected, together with all documents required ancillary to each New Security Document;

2.2.3 transcripts from the Singapore ship registry and transcripts from relevant business authorities showing the registration the New Mortgages over the Existing Vessels and the amendments to the existing Security Documents; and

2.2.4 an accession letter from Owner C in a form acceptable to the Agent, whereby Owner C accedes to this Supplemental Agreement and the Amended and Restated Loan Agreement as Owner and Guarantor.

2.3 Vessel Documents

2.3.1 The Building Contracts.

2.4 Legal Opinions

2.4.1 the following legal opinions, each addressed to the Agent, the Security Agent and the Lenders and capable of being relied upon by any persons who become Lenders pursuant to the primary syndication of the Loan or confirmation satisfactory to the Agent that such opinions will be given:

(a) a legal opinion of Kromann Reumert as to Danish law,

(b) a legal opinion of Kromann Reumert as to English law, and

(c) a legal opinion of Allen & Gledhill as to Singapore law,

each substantially in the form distributed to the Lenders prior to the Effective Date.

2.5 Other documents and evidence

2.5.1 Evidence that the Upfront Fee has been paid.

2.5.2 Confirmation that no event or circumstance has occurred which would or is reasonably likely to affect the ability of any Security Party to perform its payment obligations under any Finance Document as they fall due.

2.5.3 Such information and documentation as the Agent may deem to be necessary or advisable in order to comply with applicable "know your customer" rules and regulations (including any law/or regulation regarding money laundering and/or financing of terrorist activities) and including, without limitation, disclosure of the corporate structure of the Security Parties, disclosure of the addresses and civil registration numbers, if applicable, of, and copies of passports of, all persons signing any of this Supplemental Agreement or the New Security Documents for and on behalf of the each of the Security Parties, together with a duly completed form

Page 6

entitled "Documentation Requests" from each person acting as agent or attorney-in-fact of any party.

2.5.4 A copy of any other Authorisation or other document, opinion or assurance which the Agent, acting reasonably, considers to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into and performance of the transactions contemplated by this Supplemental Agreement or any documents required pursuant to it or for the validity and enforceability of this Supplemental Agreement or any documents required pursuant to it.

3 Amendments to the Loan Agreement on the Effective Date

3.1 With effect from the Effective Date the Loan Agreement shall be amended and restated in the form set out in Schedule 3 (Amended and Restated Loan Agreement)(the "Amended and Restated Loan Agreement") and each party shall be bound by the terms thereof.

3.2 In the event that the Effective Date does not occur within 60 days after the date of this Supplemental Agreement Clause 3.1 shall not apply provided, however, that the Borrower shall in such event on the date falling 60 days after the date of this Supplemental Agreement pay to the Agent a Commitment Fee calculated in accordance with clause 11.1 (Commitment Fee)of the Amended and Restated Loan Agreement.

3.3 The Borrower shall pay the Upfront Fee to the Agent no later than 22 September 2017.

4 Representations and warranties

4.1 Each of the representations and warranties contained in clause 19 of the Loan Agreement:

4.1.1 shall be deemed repeated by the Borrowers and Guarantors respectively at the date of this Supplemental Agreement; and

4.1.2 shall be deemed made at the Effective Date by each Security Party,

by reference to the facts and circumstances then pertaining, as if references to the Finance Documents included this Supplemental Agreement.

5 Confirmation and undertaking

5.1 Each of the Security Parties confirms that all of its respective obligations under or pursuant to each of the Finance Documents (other than the Loan Agreement) to which it is a party remain in full force and effect, despite the amendments to the Loan Agreement made in this Supplemental Agreement, as if all references in any of the Finance Documents to the Loan Agreement were references to the Loan Agreement as amended and restated by this Supplemental Agreement.

5.2 The definition of any term defined in any of the Finance Documents shall, to the extent necessary, be modified to reflect the amendments to the Loan Agreement made in or pursuant to this Supplemental Agreement.

Page 7

5.3 Each of the Security Parties confirms and agrees that the security created by each of the Security Parties under the Security Documents shall extend to and secure the liabilities and obligations of the Security Parties under the Loan Agreement as amended by this Supplemental Agreement.

6 Miscellaneous

All documents and evidence delivered to the Agent pursuant to this Supplemental Agreement shall:

6.1 be in form and substance reasonably acceptable to the Agent;

6.2 be accompanied, if required by the Agent, by translations into the English language, certified in a manner acceptable to the Agent; and

6.3 if required for registration purposes or by law, be certified, notarised, legalised or attested in a manner acceptable to the Agent.

7 Communications, counterparts, governing law and enforcement

The provisions of clauses 31 (Notices),38 (Counterparts),40 (Governing Law) and 41 (Enforcement) of the Loan Agreement shall apply to this Supplemental Agreement as if they were set out in full and as if references to the Loan Agreement were references to this Supplemental Agreement.

Page 8

Schedule 1

The Original Lenders

Name of Original Lender

Danmarks Skibskredit A/S

Page 9

Schedule 2

Effective Date Confirmation

To: TORM A/STORM PLCVesselCo 11 Pte. Ltd.VesselCo 8 Pte. Ltd. VesselCo 5 K/S

We, Danmarks Skibskredit A/S, refer to the supplemental agreement dated                                       2017 (the "Supplemental Agreement")relating to a secured loan agreement dated 10 April 2014, as supplemented by a side letter dated 10 April 2014 and as amended pursuant to amendment letters dated 30 April 2014, 12 June 2014, 18 June 2014, 29 May 2015 and 19 February 2016 and as amended and restated pursuant to a first supplemental agreement dated 30 September 2015, a second supplemental agreement dated 30 December 2015 and a third supplemental agreement dated 29 November 2016 (the "Loan Agreement")made between you, the banks listed in it as the original lenders, ourselves as the agent and ourselves as the security agent.

We hereby confirm that all conditions precedent referred to in clauses [2.1] to [2.5] of the Supplemental Agreement have been satisfied.  In accordance with clauses 1.1 and 3 of the Supplemental Agreement the Effective Date (as defined in the Supplemental Agreement) is [    :     ][a.m][p.m.][CET][GMT] on the date of this confirmation and the amendments to the Loan Agreement are now effective.

Dated                                                2017

Signed:
	For and on behalf of Danmarks Skibskredit A/S (as agent)

Page 10

Schedule 3 Amended and Restated Loan Agreement

Page 11

In witness of which the parties to this Supplemental Agreement have executed this Supplemental Agreement as a deed the day and year first before written.

As Borrower A, Gurantor B, Manager and Bareboat Charterer

TORM A/S (CVR number 22460218) acting by Christian Gorrissen the duly authorised in the presence of: Witness signature:  /s/ Christian Mens Name: Address:   ) ) ) ) ) ) )   /s/ Christian Gorrissen         Christian Mens Vice PresidentHead of Group TreasuryTORM A/STuborg Havnevej 18 2900 Hellerup, Denmark

As Borrower B, Guarantor A and HeadBareboat Charterer TORM PLC

TORM PLC company number 09818726 acting by Jacob Meldgaard the duly authorised in the presence of: Witness signature:  /s/ Christian Mens Name: Address: ) ) ) ) ) ) )   /s/ Jacob Meldgaard       Christian Mens Vice PresidentHead of Group TreasuryTORM A/STuborg Havnevej 18 2900 Hellerup, Denmark

Page 12

As Owner A and Guarantor

Signed sealed and delivered as a Deed by VesselCo 8 Pte. Ltd acting by Christian Gorrissen the duly authorised attorney   in the presence of: Witness signature:  /s/ Christian Mens Name: Address: ) ) ) ) ) ) )     /s/ Christian Gorrissen           Christian Mens Vice PresidentHead of Group TreasuryTORM A/STuborg Havnevej 18 2900 Hellerup, Denmark

As Owner B and Guarantor

Signed sealed and delivered as a Deed by VesselCo 11 Pte. Ltd acting by Christian Gorrissen the duly authorised attorney   in the presence of: Witness signature:  /s/ Christian Mens Name: Address: ) ) ) ) ) ) )     /s/ Christian Gorrissen           Christian Mens Vice PresidentHead of Group TreasuryTORM A/STuborg Havnevej 18 2900 Hellerup, Denmark

Page 13

As Original Lenders, Agent and Security Agent

Danmarks Skibskredit A/S (CVR no. 27492649) acting by the duly authorised in the presence of: Witness signature:  ………………… Name: Address: ) ) ) ) ) ) )   /s/ Peter Hauskov Peter Hauskov   /s/ Per Schnack Per Schnack    

Page 14

EXECUTION VERSION

SECURED LOAN AGREEMENT

Dated 10 April 2014 as supplemented by a side letter dated 10 April 2014 and as amended pursuant to amendment letters dated 30 April 2014, 12 June 2014, 18 June 2014 , 29 May 2015 and 19 February 2016 as amended and restated by a first Supplemental agreement dated 30 September 2015 and a second supplemental agreement dated 30 December 2015, a third supplemental agreement dated 29 November 2016 and a fourth supplemental agreement dated 20 September 2017

(1)	TORM PLC
	TORM A/S
	(as Borrowers)
(2)	TORM PLC
	TORM A/S
	VesselCo 8 Pte. Ltd
	VesselCo 11 Pte. Ltd VesselCo 5 K/S
	(as Guarantors)
(3)	The Financial Institutions
	listed in Schedule 1
	(as Original Lenders)
(4)	Danmarks Skibskredit A/S
	(as Agent)
(5)	Danmarks Skibskredit A/S
	(as Security Agent)

Contents		Page
1	Definitions and Interpretation	2
2	The Loan	30
3	Purpose	30
4	Conditions of Utilisation	30
5	Advance	33
6	Repayment	35
7	Illegality, Prepayment and Cancellation	35
8	Interest	40
9	Interest Periods	40
10	Changes to the Calculation of Interest	41
11	Fees	42
12	Tax Gross Up and Indemnities	43
13	Increased Costs	48
14	Other Indemnities	49
15	Mitigation by the Lenders	52
16	Costs and Expenses	52
17	Security Documents and Application of Moneys	54
18	Guarantee and Indemnity	57
19	Representations	63
20	Information Undertakings	68
21	Financial Covenants	71
22	General Undertakings	72
23	Events of Default	81
24	Changes to the Lenders	88
25	Changes to the Security Parties	93
26	Role of the Agent and the Security Agent	94
27	Conduct of Business by the Finance Parties	105
28	Sharing among the Finance Parties	105

29	Payment Mechanics	108
30	Set-Off	111
31	Notices	112
32	Calculations and Certificates	113
33	Partial Invalidity	114
34	Remedies and Waivers	114
35	Amendments and Waivers	114
36	Confidentiality	119
37	Disclosure of Lender Details by Agent	123
38	Counterparts	125
39	Joint and Several Liability	125
40	Governing Law	127
41	Enforcement	127
Schedule 1	The Original Lenders	128
Schedule 2	Part I Conditions Precedent to Execution of this Agreement	129
	Part III Conditions Subsequent	134
Part IV	Conditions Precedent to Re-flagging under an Approved Flag	135
Schedule 3	Drawdown Request	136
Schedule 4	Form of Transfer Certificate	137
Schedule 5	Form of Assignment Agreement	140
Schedule 6	Form of Compliance Certificate	143
Schedule 7	Vessels/Owners/Flags/Current Managers	144
Schedule 8	Supplementary Agreement	146
Schedule 9	Repayment Profile / Drawings	147
Schedule 10	Approved Brokers	148

Loan Agreement

Dated 10 April 2014 as supplemented by a side letter dated 10 April 2014 and as amended pursuant to amendment letters dated 30 April 2014, 12 June 2014, 18 June 2014, 29 May 2015 and 19 February 2016 as amended and restated by a first supplemental agreement dated 30 September 2015 and a second supplemental agreement dated 30 December 2015, a third supplemental agreement dated 29 November 2016 and a fourth supplemental agreement dated 20 September 2017

Between:

(1) TORM A/S a company incorporated under the laws of Denmark with its registered office at Tuborg Havnevej 18, DK-2900 Hellerup, Denmark with CVR number 22460218 (in that capacity, "Borrower A"); and

(2) TORM PLC a company incorporated under the laws of England and Wales with company number 09818726 with its registered office at Birchin Court, 20 Birchin Lane, London, EC3V 9DU, United Kingdom (in that capacity, "Borrower B" and together with Borrower A, the "Borrowers");

(3) TORM PLC a company incorporated under the laws of England and Wales with company number 09818726 with its registered office at Birchin Court, 20 Birchin Lane, London, EC3V 9DU, United Kingdom (in that capacity, "Guarantor A");

(4) TORM A/S a company incorporated under the laws of Denmark with its registered office at Tuborg Havnevej 18, DK-2900 Hellerup, Denmark with CVR number 22460218 (in that capacity, "Guarantor B" and together with Guarantor A and the Owners, the "Guarantors");

(5) VesselCo 8 Pte. Ltd ("Owner A"), VesselCo 11 Pte. Ltd ("Owner B") each being a company incorporated under the laws of Singapore with its registered office at 6 Battery Road #27-02 Singapore 049909;

(6) VesselCo 5 K/S a limited partnership organised under the laws of Denmark with its registered office at c/o TORM AS/, Tuborg Havnevej 18, DK-2900 Hellerup, Denmark, and CVR number 38911538 ("Owner C" and together with Owner A and Owner B,  the "Owners");

(7) The Financial Institutions listed in Schedule 1 (The Original Lenders), each acting through its Facility Office (together the "Original Lenders" and each an "Original Lender"); and

(8) Danmarks Skibskredit A/S, acting as agent through its office at Sankt Annae Plads 3, DK-1250 Copenhagen K, Denmark and with CVR number 27492649 (in that capacity, the "Agent"); and

(9) Danmarks Skibskredit A/S, acting as security agent through its office at Sankt Annae Plads 3, DK-1250. Copenhagen K, Denmark and with CVR number 27492649 (in that capacity, the "Security Agent").

Preliminary

Page 1

Each of the Original Lenders has agreed to advance to the relevant Borrower its Commitment (aggregating, with all the other Commitments up to USD 246,533,763.87)as set out in Schedule 1 and Schedule 9 to assist each Owner with the financing of the relevant Vessels.

It is agreed as follows:

Section 1          Interpretation

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions   In this Agreement:

"Acceptable Bank" means Nordea Bank AB, Danske Bank A/S or any of their Affiliates.

"Administration" has the meaning given to it in paragraph 1.1.3 of the ISM Code.

"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.

"Annex VI" means Annex VI (Regulations for the Prevention of Air Pollution from Ships) to the International Convention for the Prevention of Pollution from Ships 1973 (as modified in 1978 and 1997).

"Appropriate Amount" means in relation to a Vessel an amount equal to the product of

(a) the then total outstanding principal amount of the Loan (less any amount standing to the credit of the Reserve Account) multiplied by

(b) the fraction, the numerator of which is the Market Value (as determined by the most recent valuation provided to the Agent pursuant to Clause 20.2.3) of the relevant Vessel and the denominator of which is the aggregate Market Value (as determined by the most recent valuation provided to the Agent pursuant to Clause 20.2.3) of all Vessels (including the relevant Vessel) and the value of any additional security for the time being provided to the Security Agent under Clause 17.5 (Additional Security).

"Approved Classification Society" means each of American Bureau of Shipping, Bureau Veritas, DNV- GL, Lloyds Register, Nippon Kaiji, Polish Register of Shipping and Registro Italiano Navale.

"Approved Flag" means Singapore, Denmark, Norway, the United Kingdom, Isle of Man, Bahamas, Bermuda, Panama, Malta, Marshall Islands, Cyprus, Hong Kong and Liberia.

"Approved Shipbroker" means each of the shipbrokers listed in Schedule 10 and any other shipbrokers acceptable to the Security Agent (acting reasonably) at the request of the Borrowers.

"Assignments" means all the forms of assignment referred to in Clause 17.1.2 (Security Documents).

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

"Availability Period" means for the part of the New Tranche available to finance a New Vessel as set out in Clause 2.2, a period commencing on the date of this Agreement and ending on the earlier of (i) the date falling 7 Business Days after the delivery of such New Vessel under the relevant Building Contract and (ii) 30 April 2020 or such later date as the Lenders may agree.

"Bareboat Charter" means the bareboat charter contract between an Owner and the Bareboat Charterer relating to a Vessel, in form and substance reasonably satisfactory to the Agent.

"Bareboat Charterer" means TORM A/S.

"Break Funding Costs" means, in relation to DSF, the present value as per the relevant prepayment or cancellation date (using the applicable zero coupon swap rate on the relevant prepayment or cancellation date as the discount rate, and the relevant Interest Payment Dates under the remaining relevant Interest Periods at the relevant point in time to discount the below cash flows) of any positive amount constituting:

(a) in respect of the Existing Tranche A,

(i) DSF's cost of funding its participation of the Loan or any relevant part thereof as of the date of the signed facility offer, being 26 February 2014, in dollars based on a spread above LIBOR, being 0.57 per cent per annum, calculated for the remaining Interest Periods for the relevant part of the Loan taking into account the amount, tenor and repayment profile of the prepaid or cancelled part of the Loan;

less:

(ii) DSF's cost of funding its participation of such prepaid or cancelled part of the Loan at the time of prepayment or cancellation on the basis of an identical tenor and repayment profile as that of the prepaid or cancelled part of the Loan as determined by DSF in its sole discretion in dollars based on a spread above LIBOR calculated for the remaining Interest Periods for the relevant part of the Loan taking into account the amount and the repayment profile of the prepaid or cancelled part of the Loan; and

(b) in respect of the Existing Tranche B,

(i) DSF's cost of funding its participation of the Loan or any relevant part thereof, in dollars based on a spread above LIBOR, being 1.03 per cent per annum, calculated for the remaining Interest Periods for the relevant part of the Loan taking into account the amount, tenor and

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repayment profile of the prepaid or cancelled part of the Loan;

less:

(ii) DSF's cost of funding its participation of such prepaid or cancelled part of the Loan at the time of prepayment or cancellation on the basis of an identical tenor and repayment profile as that of the prepaid or cancelled part of the Loan as determined by DSF in its sole discretion in dollars based on a spread above LIBOR calculated for the remaining Interest Periods for the relevant part of the Loan taking into account the amount and the repayment profile of the prepaid or cancelled part of the Loan;

(c) in respect of the Existing Tranche C,

(i) DSF's cost of funding its participation of the Loan or any relevant part thereof, in dollars based on a spread above LIBOR, being 1.08 per cent per annum, calculated for the remaining Interest Periods for the relevant part of the Loan taking into account the amount, tenor and repayment profile of the prepaid or cancelled part of the Loan;

less:

(ii) DSF's cost of funding its participation of such prepaid or cancelled part of the Loan at the time of prepayment or cancellation on the basis of an identical tenor and repayment profile as that of the prepaid or cancelled part of the Loan as determined by DSF in its sole discretion in dollars based on a spread above LIBOR calculated for the remaining Interest Periods for the relevant part of the Loan taking into account the amount and the repayment profile of the prepaid or cancelled part of the Loan; and

(d) in respect of the New Tranche,

(i) DSF's cost of funding its participation of the Loan or any relevant part thereof, in dollars based on a spread above LIBOR, being 1.12 per cent per annum, calculated for the remaining Interest Periods for the relevant part of the Loan taking into account the amount, tenor and repayment profile of the prepaid or cancelled part of the Loan;

less:

(ii) DSF's cost of funding its participation of such prepaid or cancelled part of the Loan at the time of prepayment or cancellation on the basis of an identical tenor and

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repayment profile as that of the prepaid or cancelled part of the Loan as determined by DSF in its sole discretion in dollars based on a spread above LIBOR calculated for the remaining Interest Periods for the relevant part of the Loan taking into account the amount and the repayment profile of the prepaid or cancelled part of the Loan.

"Break Gains" means all gains realised by a Lender as a result of its receiving any prepayment of all or any part of a Tranche pursuant to Clause 7 (Illegality, Prepayment and Cancellation) on a day other than the last day of an Interest Period for the applicable Tranche or relevant part of that Tranche.

"Building Contracts" means the 4 shipbuilding contracts each dated 24 July 2017 and entered into between Borrower A as buyer and China Shipbuilding Trading Company Limited and Guangzhou Shipyard International Company Limited as sellers, each for the construction of a New Vessel.

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

"Cash Equivalents" means at any time:

(a) certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

(b) any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or any other country having a credit rating of Baa2 or higher by Standard & Poor's Rating Services or BBB or higher by Moody's Investors Service Limited or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(c) commercial paper not convertible or exchangeable to any other security:

(i) for which a recognised trading market exists;

(ii) issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or any other country having a credit rating of Baa2 or higher by Standard & Poor's Rating Services or BBB or higher by Moody's Investors Service Limited;

(iii) which matures within one year after the relevant date of calculation; and

(iv) which has a credit rating of either Baa2 or higher by S&P or BBB or higher by Moody's, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

Page 5

(d) any investment in money market funds which (i) has a credit rating of either Baa2 or higher by S&P or BBB or higher by Moody's, (ii) which invest substantially all their assets in securities of the types described in paragraphs (a) to (c) above and (iii) can be turned into cash on not more than five (5) days' notice; or

(e) any other debt security approved by the Agent (on behalf of the Majority Lenders),

in each case, to which any member of the Group is alone (or together with other members of the Group) beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Encumbrance created by or pursuant to any of the Finance Documents.

"Change of Control" means either:

(a) any person or group of persons acting in concert gains direct or indirect control of Borrower B where:

(i) "control" of Borrower B means:

(A) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(1) cast, or control the casting of, more than 50 per cent (50%). of the maximum number of votes that might be cast at a general meeting of Borrower B; or

(2) appoint or remove the chairman of the board of directors or the majority of the directors or other equivalent officers of Borrower B; or

(3) give directions with respect to the operating and financial policies of Borrower B with which the directors or other equivalent officers of Borrower B are obliged to comply; and/or

(B) the holding beneficially of more than 50 per cent. (50%) of the issued share capital of Borrower B (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); and

(ii) "acting in concert" means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in Borrower B, either directly or indirectly, to obtain or consolidate control of Borrower B, provided that for the avoidance of doubt no action by the Lenders (in any capacity) shall result in those Lenders being deemed to be acting in concert for this purpose; or

Page 6

(b) the Sponsor, directly or indirectly, either:

(i) ceases to be able through its appointees to Borrower B's board of directors (including the chairman (who shall have the casting vote)) to control the board of directors of Borrower B; or

(ii) ceases to own or control at least 33.34 per cent. (33.34%) of the maximum number of votes that might be cast at a general meeting of Borrower B.

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

"Chargor A" means TORM A/S in its capacity as chargor of Owner A.

"Chargor B" means TORM PLC in its capacity as chargor of Owner B.

"Chargor C" means DK VESSEL HOLDCO K/S acting in its capacity as chargor of the limited partnership shares in Owner C and Borrower A in its capacity as chargor of the shares in VesselCo E ApS, the general partner of Owner C.

"Chargor" means each of Chargor A, Chargor B and Chargor C.

"Charters" means together the Bareboat Charters and the Time Charters and "Charter" means any one of them.

"Charterer" means the party to any Charter, other than an Owner.

"Code" means the US Internal Revenue Code of 1986.

"Commercial Manager" means, in relation to the commercial management of a Vessel:

(a) the company whose name is set opposite the name of that Vessel under "Commercial Manager" in Schedule 7; or

(b) such other commercial manager of any Vessel nominated by the relevant Owner from time to time, subject to the Agent's written consent (such consent not to be unreasonably withheld).

"Commitment" means:

(a) in relation to an Original Lender, the amount set opposite its name under the heading "Commitment" in Schedule 1 (The Original Lenders) and the amount of any other Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

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

"Compliance Certificate" means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate).

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

(a) any Security Party, or any of its advisers; or

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Security Party, or any of its advisers,

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

(i) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 36 (Confidentiality); or

(ii) is identified in writing at the time of delivery as non-confidential by any Security Party, or any of its advisers; or

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

"Confidentiality Undertaking" means a confidentiality undertaking substantially in a recommended form of the Loan Market Association at the relevant time.

"Debt Purchase Transaction" means, in relation to a person, a transaction where such person:

(a) purchases by way of assignment or transfer;

(b) enters into any sub-participation in respect of; or

(c) enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of;

any Commitment or amount outstanding under this Agreement.

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

"Defaulting Lender" means any Lender:

(a) which has failed to make its participation in a Drawing available (or has notified the Agent or the Borrowers (which have notified the Agent) that it will not make its participation in a Drawing available) by the Drawdown Date of that Drawing in accordance with Clause 5.3 (Lenders' participation); or

Page 8

(b) which has otherwise rescinded or repudiated a Finance Document; or

(c) with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of (a):

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

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

(ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

"Delivery Date" means the date on which a New Vessel is delivered to Owner C pursuant to the relevant Building Contract.

"Disruption Event" means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Loan (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

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

"DOC" means, in relation to the ISM Company, a valid Document of Compliance issued for the ISM Company by the Administration under paragraph 13.2 of the ISM Code.

"Drawdown Date" means the date on which the relevant Drawing is advanced under Clause 5 (Advance).

"Drawdown Request" means a notice substantially in the form set out in Schedule 3 (Drawdown Request).

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"Drawing" means any part of the Loan advanced or to be advanced pursuant to a Drawdown Request or, where the context permits, that part of the Loan advanced and for the time being outstanding in respect of a Vessel and "Drawings" means more than one of them.

"DSF" means Danmarks Skibskredit A/S with CVR number 27492649 in its capacity as Lender.

"Earnings" means all hires, freights, pool income and other sums payable to or for the account of an Owner or the Bareboat Charterer in respect of a Vessel including (without limitation) all remuneration for salvage and towage services, demurrage and detention moneys, contributions in general average, compensation in respect of any requisition for hire, and damages and other payments (whether awarded by any court or arbitral tribunal or by agreement or otherwise) for breach, termination or variation of any contract for the operation, employment or use of a Vessel but excluding amounts payable by the Bareboat Charterer to an Owner pursuant to a Bareboat Charter.

"Encumbrance" means a mortgage, charge, assignment, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

"Environmental Approval" means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.

"Environmental Claim" means any claim, proceeding, formal notice or investigation by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose,  "claim" includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

"Environmental Incident" means:

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

Page 10

(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 a Vessel and in connection with which a Vessel is actually or potentially liable to be arrested and/or where any Security Party and/or any operator or manager of a Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval.

"Environmental Law" means any present or future law or regulation relating to pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

"Environmentally Sensitive Material" means and includes all contaminants, oil, oil products, toxic substances and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.

"Equity" means, on any date, the value of the aggregate capital and reserves of the Group (on a consolidated basis) determined in accordance with GAAP and adjusted to reflect the fair market value of the Fleet Vessels (including the Market Value of each Vessel) based on the valuations to be delivered to the Agent pursuant to Clause 20.2.1.

"Equity Ratio" means the ratio of the Group's Equity to Total Assets.

"Event of Default" means any event or circumstance specified as such in Clause 23 (Events of Default).

"Existing Tranche" means Existing Tranche A, Existing Tranche B and Existing Tranche C together.

"Existing Tranche A" means the tranche drawn to finance Vessel 1 to Vessel 13 inclusive (as set out in Schedule 7), currently in an amount of seventy nine million three hundred and fifty five thousand six hundred and thirty six 35/100 Dollars (US$79,355,636.35).

"Existing Tranche B" means the tranche drawn to finance Vessel 14 to Vessel 16 inclusive (as set out in Schedule 7), currently in an amount of fifty eight million five hundred and fifty six thousand and sixty five 26/100 Dollars (US$58,556,065.26).

"Existing Tranche C" means the tranche drawn to finance Vessel 17 and Vessel 18 (as set out in Schedule 7) currently in an amount of twenty eight million twenty two thousand and sixty two 26/100 Dollars (US$28,022,062.26).

"Existing Vessels" means Vessel 2, Vessel 3, Vessel 4, Vessel 5, Vessel 7, Vessel 8, Vessel 9, Vessel 11, Vessel 12, Vessel 14, Vessel 15, Vessel 16, Vessel 17 and Vessel 18 as set out in Schedule 7.

"Facility Office" means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less

Page 11

than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.

"Facility Period" means the period beginning on the date of this Agreement and ending on the date when the whole of the Indebtedness has been paid in full and the Security Parties have ceased to be under any further actual or contingent liability to the Finance Parties under or in connection with the Finance Documents.

"FATCA" means:

(a) sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

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

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

"FATCA Application Date" means:

(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 2017; or

(c) in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within (a) or (b), 1 January 2017,

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

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

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

"FATCA FFI" means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if any Finance Party is not a FATCA Exempt Party, could be required to make a FATCA Deduction.

"Finance Documents" means this Agreement, the Security Documents, the Supplemental Agreement and any other document designated as such by the Agent and the Borrowers and "Finance Document" means any one of them.

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"Finance Parties" means the Agent, the Security Agent, and the Lenders and "Finance Party" means any one of them.

"Financial Indebtedness" means any indebtedness for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

(c) any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

(g) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of (i) an underlying liability of an entity which is not a Security Party which liability would fall within one of the other sections of this definition or (ii) any liabilities of any Security Party relating to any post-retirement benefit scheme;

(h) any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Termination Date or are otherwise classified as borrowings under GAAP;

(i) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 60 days after the date of supply;

(j) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under GAAP; and

(k) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in (a) to (j).

"Fleet Vessels" means each Vessel and each other vessel owned by any member of the Group.

"Free Liquidity" means the aggregate of unencumbered (other than pursuant to a Security Document) cash and Cash Equivalents to which any member of the Group

Page 13

has free, immediate and direct access without netting and set-off arrangements (other than with the Lenders) and which (for the avoidance of doubt) shall not include any additional security given or cash paid to the Security Agent pursuant to Clause 17.5 or any sums standing to the credit of the Reserve Account.

"GAAP" means International Financial Reporting Standards (as adopted by the European Union) and related interpretations as amended, supplemented, issued or adopted from time to time by the International Accounting Standards Board to the extent applicable to the relevant financial statements in respect of Borrower B and otherwise generally accepted accounting principles of the jurisdiction of incorporation of such party consistently applied.

"Group" means Borrower B and each of its Subsidiaries for the time being.

"Group Debt" means, on any date, the aggregate amount of all obligations of all members of the Group for or in respect of Financial Indebtedness but excluding any Inter-company Indebtedness.

"Guarantee" means the joint and several guarantee and indemnity of the Guarantors contained in Clause 18 (Guarantee and Indemnity) and referred to in Clause 17.1.3 (Security Documents).

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

"IAPPC" means a valid international air pollution prevention certificate for a Vessel issued under Annex VI.

"Impaired Agent" means the Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b) the Agent otherwise rescinds or repudiates a Finance Document;

(c) (if the Agent is also a Lender) it is a Defaulting Lender under (a) or (b) of the definition of "Defaulting Lender"; or

(d) an Insolvency Event has occurred and is continuing with respect to the Agent;

unless, in the case of (a):

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

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

(ii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

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"Indebtedness" means the aggregate from time to time of: the amount of the Loan outstanding; all accrued and unpaid interest on the Loan; all Interest Break Costs and Break Funding Costs and all other sums of any nature (together with all accrued and unpaid interest on any of those sums) payable to any of the Finance Parties under all or any of the Finance Documents.

"Insolvency Event" in relation to an entity means that the entity:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c) makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in (d) and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f) has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

(g) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(h) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any

Page 15

 such appointment which is to be made, or is made, by a person or entity described in (d));

(i) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(j) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in (a) to (i); or

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

"Insurances" means all policies and contracts of insurance (including all entries in protection and indemnity or war risks associations) required by the terms of the Finance Documents and which are from time to time taken out or entered into in respect of or in connection with a Vessel or her increased value and (where the context permits) all benefits under such contracts and policies, including all claims of any nature and returns of premium.

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

(a) the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or an Unpaid Sum to the last day of the current Interest Period in respect of the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

"Interest Payment Date" means each date for the payment of interest in accordance with Clause 8.2 (Payment of interest).

"Interest Period" means each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

"Inter-company Indebtedness" means any obligation related to Financial Indebtedness owed by one Security Party to another Security Party.

"Inter-company Indebtedness Assignment" means any deed of assignment and subordination in respect of Inter-company Indebtedness entered into pursuant to

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Clause 22.30 and referred to in Clause 17.1.7 (Security Documents) and to be in a form acceptable to the Agent.

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

(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the relevant Interest Period; and

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the relevant Interest Period,

each as of 11.00 a.m. on the Quotation Day for dollars.

"ISM Code" means the International Management Code for the Safe Operation of Ships and for Pollution Prevention.

"ISM Company" means, at any given time, the company responsible for a Vessel's compliance with the ISM Code under paragraph 1.1.2 of the ISM Code.

"ISPS Code" means the International Ship and Port Facility Security Code.

"ISSC" means a valid international ship security certificate for a Vessel issued under the ISPS Code.

"Joint Venture" means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

"Legal Opinion" means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 4.3 (Conditions subsequent) or under any other Finance Document

"Legal Reservations" means:

(a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b) the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim;

(c) similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

(d) any other matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions.

"Lender" means:

(a) any Original Lender; and

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(b) any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 24 (Changes to the Lenders),

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

"LIBOR" means:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for the relevant Interest Period) the Interpolated Screen Rate; or

(c) (if (i) no Screen Rate is available for the currency of the Loan or (ii) no Screen Rate is available for the relevant Interest Period and it is not possible to calculate the Interpolated Screen Rate) the Reference Bank Rate,

as of 11.00 a.m. on the Quotation Day for dollars and for a period equal in length to the relevant Interest Period and, if that rate is less than zero, LIBOR shall be deemed to be zero.

"Loan" means the aggregate amount advanced or to be advanced by the Lenders to each Borrower under Clause 2 (The Loan) and being the aggregate of the Existing Tranche and the New Tranche or, where the context permits, the principal amount advanced and for the time being outstanding.

"LTV Coverage" has the meaning set out in Clause 17.5.

"Majority Lenders" means a Lender or Lenders whose Commitments aggregate more than 66²/₃% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66²/₃% of the Total Commitments immediately prior to the reduction).

"Management Agreements" means:

(a) the agreements from time to time in force for the commercial management of the relevant Vessels between the relevant Owner and the relevant Commercial Manager; and

(b) the agreements from time to time in force for the technical management of the relevant Vessels between the relevant Owner and the relevant Technical Manager.

"Managers" means:

(a) in relation to the commercial management of a Vessel, the Commercial Manager; and

(b) in relation to the technical management of a Vessel, the Technical Manager.

"Managers' Undertakings" means the written undertakings of the Managers (other than a Manager within the Group) whereby (to the extent that the relevant Manager is prepared so to agree following the Owner's reasonable efforts), while they are appointed by an Owner:

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(a) they will remain the commercial or technical managers of the Vessels (as the case may be); and

(b) they will not, without the prior written consent of the Agent, subcontract or delegate the commercial or technical management of the Vessels (as the case may be) to any third party; and

(c) the interests of the Managers (if any) in the Insurances (other than indemnity insurances) will be assigned to the Security Agent with first priority but subject to the Managers' right to receive any indemnity moneys; and

(d) following the occurrence of an Event of Default, all claims of the Managers against the Owners shall be coordinated with the claims of the Finance Parties under the Finance Documents and, at the request of the Agent, the Managers shall remain the commercial and technical managers of the Vessels on the terms and conditions of the relevant Management Agreements, subject to receiving payment of amounts from time to time due (including their fees) pursuant to such Management Agreements.

"Margin" means

(a) in respect of Existing Tranche A and Existing Tranche B 2.5 per cent per annum;

(b) in respect of Existing Tranche C, 2.6 per cent per annum; and

(c) in respect of the New Tranche, 2.35 per cent per annum.

"Market Value" means the average value of a Vessel conclusively determined by two Approved Shipbrokers appointed by the Borrowers on the basis of a charter-free sale for prompt delivery for cash at arm's length on normal commercial terms as between a willing seller and a willing buyer and evidenced by a valuation from each such Approved Shipbroker of that Vessel certifying a value for that Vessel.

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

(a) the business, or financial condition of the Group taken as a whole; or

(b) the ability of any Security Party to perform its obligations under any Finance Document as they fall due; or

(c) the validity or enforceability of, or the effectiveness or ranking of any Encumbrance granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

"Maximum Loan Amount" means two hundred and forty six million five hundred and thirty three thousand seven hundred and sixty three 87/100 Dollars (US$246,533,763.87).

"Mortgages" means the first preferred or first priority mortgages (as applicable) and the second preferred or second priority mortgages as applicable and, if applicable,

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collateral deeds of covenant, referred to in Clause 17.1.1 (Security Documents) (as amended from time to time) and "Mortgage" means any of them.

"New Lender" has the meaning given to that term in Clause 24.1 (Assignments and transfers by the Lenders).

"New Tranche" means the tranche available to finance the New Vessels in an amount of up to eighty million and six hundred thousand Dollars (US$ 80,600,000).

"New Vessels" means Vessel 19, Vessel 20, Vessel 21 and Vessel 22 as set out in Schedule 7.

"Non-Consenting Lender" has the meaning given to that term in Clause 35.4.4 (Replacement of Lender).

"Original Budget" means the detailed, forward-looking consolidated budgets of the Guarantors and the Borrowers in respect of the first twenty four months following the date of this Agreement showing profit and loss statements, balance sheets and cash flow statements, as well as written assumptions.

"Original Jurisdiction" means, in relation to a Security Party, the jurisdiction under whose laws that Security Party is incorporated as at the date of this Agreement.

"Owner" means each of Owner A, Owner B and Owner C.

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

"Payment Date" means each of 15^th March, 15^th June, 15^th September and 15^th December.

"Party" means a party to this Agreement.

"Permitted Disposal" means any sale, lease, licence, transfer or other disposal which is on arm's length terms:

(a) of trading stock or cash made by any Security Party in the ordinary course of trading of the disposing entity;

(b) of any asset by any Security Party (the "Disposing Company") to any other Security Party (the "Acquiring Company"), but if:

(i) the Disposing Company is a Security Party, the Acquiring Company must also be a Security Party;

(ii) the Disposing Company had given any Encumbrance over the asset, the Acquiring Company must give an equivalent Encumbrance over that asset; and

(iii) the Disposing Company is a Guarantor, the Acquiring Company must guarantee at all times an amount no less than that guaranteed by the Disposing Company;

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(c) of assets in exchange for other assets comparable or superior as to type, value and quality;

(d) of obsolete or redundant vehicles, plant and equipment for cash; and

(e) arising as a result of any Permitted Encumbrance.

"Permitted Encumbrance" means:

(a) any Encumbrance which has the prior written approval of the Agent;

(b) any Encumbrance arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by a Security Party;

(c) any quasi-security arising as a result of a disposal which is a Permitted Disposal; or

(d) any liens for current crews' wages and salvage and liens incurred in the ordinary course of trading a Vessel up to an aggregate amount at any time not exceeding $500,000 per Owner.

"Permitted Transaction" means:

(a) any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Encumbrance given, or other transaction arising, under the Finance Documents; or

(b) transactions (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting or creation of any Encumbrance or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm's length terms and for fair market value.

"Quotation Day" means, in relation to any period for which an interest rate is to be determined two Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market, in which case the Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

"RCF Facility Agreement" means the working capital facility agreement comprising a US$75,000,000 revolving credit facility made between (inter alia) Borrower A (as borrower) and Danske Bank A/S (as agent) dated on or about 13 July 2015 and any refinancing of such agreement on similar terms and giving a minimum of 12 months availability at any relevant time.

"Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

"Reference Bank Rate" means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks as the rate at which the relevant Reference Bank could borrow funds in the London interbank market in dollars and for the relevant period, were it to do so by

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asking for and then accepting interbank offers for deposits in reasonable market size in dollars and for that period.

"Reference Banks" means, in relation to LIBOR, the principal London offices of Nordea Bank AB, Danske Bank A/S and HSBC Bank plc or such other banks as may be appointed by the Agent in consultation with the Borrowers.

"Relevant Affiliate" means means, in relation to any Obligor or Group Member:

(a) a Subsidiary of that Obligor or Group Member; or

(b) a Holding Company of that Obligor or Group Member; or

(c) any other Subsidiary of that Holding Company,

but in each case excluding the Sponsor and excluding any Affiliate of the Sponsor which is not a Group Member.

"Relevant Documents" means the Finance Documents, the Charters, and the Management Agreements.

"Relevant Interbank Market" means the London interbank market.

"Relevant Jurisdiction" means, in relation to a Security Party:

(a) its Original Jurisdiction;

(b) any jurisdiction where any asset subject to or intended to be subject to a Security Document to be executed by it is situated;

(c) any jurisdiction where it conducts its business; and

the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

"Repayment Date" means the date for payment of any Repayment Instalment in accordance with Clause 6 (Repayment).

"Repayment Instalment" means any instalment of the Loan to be repaid by the Borrowers under Clause 6 (Repayment).

"Repeating Representations" means each of the representations set out in Clause 19.1.1 (Status) to Clause 19.1.6 (Governing law and enforcement), Clause 19.1.10 (No default) to Clause 19.1.19 (Pari passu ranking) and Clause 19.1.25 (Sanctions).

"Requisition Compensation" means all compensation or other money which may from time to time be payable to an Owner and/or the Charterer as a result of a Vessel being requisitioned for title or in any other way compulsorily acquired (other than by way of requisition for hire).

"Reserve Account" means the bank account nominated in USD opened or to be opened in the name of Borrower A into which any cash deposit is made pursuant to Clause 7.11 (Vessel Substitution) or Clause 17.5 (Additional Security) with account number [               ] and IBAN number [                     ].

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"Reserve Account Pledge" means the account pledge agreement to be entered into by Borrower A in favour of the Security Agent in respect of all amounts from time to time standing to the credit of the Reserve Account.

"Restricted Party" means a person:

(a) that is listed on any Sanctions List (whether designated by name or by reason of being included in a class of person) or otherwise is a target of Sanctions Laws;

(b) that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of any country or territory that is the target of comprehensive, country- or territory-wide Sanctions Laws;

(c) that is directly or indirectly owned or controlled by a person referred to in (a) and/or (b) above; or

(d) with which any national of a Sanctions Authority is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws.

"Sanctions Authority" means (a) the United Nations, the European Union, the member states of the European Union, the US or any country to which any Borrower  or Guarantor, or any other member of the Group or any Relevant Affiliate or any of them is bound or (b) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury ("OFAC"), the United States Department of State and Her Majesty's Treasury.

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

"Sanctions List" means any list of persons or entities published in connection with Sanctions Laws, by or on behalf of any Sanctions Authority.

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

"Secured Parties" means each Finance Party from time to time party to this Agreement and any Receiver or Delegate.

"Security Documents" means the Mortgages, the Assignments, the Guarantee, the Reserve Account Pledge, the Share Charges, the Managers' Undertakings, any Inter-company Indebtedness Assignment or (where the context permits) any one or more of them, and any other agreement or document which may at any time be executed

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by any person as security for the payment of all or any part of the Indebtedness and "Security Document" means any one of them.

"Security Parties" means each Borrower, each Guarantor, each Chargor, and any other person (other than a Manager or Charterer) who may at any time during the Facility Period be liable for, or provide security for, all or any part of the Indebtedness, and "Security Party" means any one of them.

"Share Charges" means the charges of the issued share capital of the Owners and the general partner of Owner C, VesselCo E ApS referred to in Clause 17.1.5 (Security Documents).

"SMC" means a valid safety management certificate issued for a Vessel by or on behalf of the Administration under paragraph 13.7 of the ISM Code.

"Sponsor" means Oaktree Capital Management L.P. and any fund or funds solely managed by Oaktree Capital Management L.P..

"Subsidiary" means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006.

"Supplemental Agreement" means a supplemental agreement to this Agreement dated _____ September 2017 entered into between, among others, the parties to this Agreement.

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

"Technical Manager" means, in relation to the technical management of a Vessel:

(a) the company whose name is set opposite the name of that Vessel under "Technical Manager" in Schedule 7; or

(b) such other technical manager of any Vessel nominated by the Owners from time to time, subject to the Agent's written consent (such consent not to be unreasonably withheld).

"Termination Date" means

(i) in respect of Existing Tranche A, 17 June 2019;

(ii) in respect of Existing Tranche B, 15 December 2021;

(iii) in respect of Existing Tranche C, 15 December 2022; and

(iv) in respect of the New Tranche, 15 June 2026.

"Time Charters" means any time charter capable of exceeding 13 months' duration (inclusive of extensions) on the terms and subject to the conditions of which the Owners or the Bareboat Charterer respectively may time charter the Vessels to a Charterer and "Time Charter" means any one of them.

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"Total Assets" means, on any date, the value of the total assets of the Group (on a consolidated basis) determined in accordance with GAAP and adjusted to reflect the Market Value of the Fleet Vessels (including the Market Value of each Vessel) based on the valuations to be delivered to the Agent pursuant to Clause 20.2.1 on or around 30 June and 31 December.

"Total Commitments" means the aggregate of the Commitments.

"Total Loss" means:

(a) an actual, constructive, arranged, agreed or compromised total loss of a Vessel; or

(b) the requisition for title or compulsory acquisition of a Vessel by any government or other competent authority (other than by way of requisition for hire for a fixed period not exceeding one (1) year without any right to extension); or

"Tranche" means the Existing Tranches and the New Tranche.

"Transfer Certificate" means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrowers.

"Transfer Date" means, in relation to an assignment or a transfer, the later of:

(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b) the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

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

"Trust Property" means:

(a) all benefits derived by the Security Agent from Clause 17 (Security and Application of Moneys); and

(b) all benefits arising under (including, without limitation, all proceeds of the enforcement of) each of the Security Documents,

with the exception of any benefits arising solely for the benefit of the Security Agent.

"Unpaid Sum" means any sum due and payable but unpaid by any Security Party under the Finance Documents.

"US Tax Obligor" means:

(a) a Security Party which is resident for tax purposes in the United States of America; or

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(b) a Security Party some or all of whose payments under the Finance Documents are from sources within the United States for US federal income tax purposes.

"VAT" means:

(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 (a), or imposed elsewhere.

"Vessels" means the Existing Vessels and the New Vessels and any other vessels accepted by the Security Agent as additional security for the Loan and "Vessel" means any one of them, provided that a Mortgage has been registered on such vessel and that the Mortgage(s) over such Vessel has not been released.

1.2 Construction   Unless a contrary indication appears, any reference in this Agreement to:

1.2.1 any "Lender", any "Borrower", any "Guarantor", the "Agent", any "Secured Party", the "Security Agent", any "Finance Party" or any "Party" shall be construed so as to include its successors in title, permitted assignees and permitted transferees;

1.2.2 a document in "agreed form" is a document which is previously agreed in writing by or on behalf of the Borrowers and the Agent or, if not so agreed, is in the form specified by the Agent;

1.2.3 "assets" includes present and future properties, revenues and rights of every description;

1.2.4 a "Finance Document", a "Security Document", a "Relevant Document" or any other document is a reference to that Finance Document, Security Document, Relevant Document or other document as amended, novated, supplemented, extended or restated from time to time;

1.2.5 a "group of Lenders" includes all the Lenders;

1.2.6 "indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

1.2.7 a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership or other entity (whether or not having separate legal personality);

1.2.8 a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental,

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intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

1.2.9 a provision of law is a reference to that provision as amended or re-enacted from time to time; and

1.2.10 a time of day (unless otherwise specified) is a reference to Copenhagen time.

1.3 Headings   Section, Clause and Schedule headings are for ease of reference only.

1.4 Defined terms   Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

1.5 Default   A Default (other than an Event of Default) is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been waived.

1.6 Currency symbols and definitions   "$", "USD"and "dollars" denote the lawful currency of the United States of America.

1.7 Third party rights   A person who is not a Party has no right to enforce or to enjoy the benefit of any term of this Agreement.

1.8 Offer letter   This Agreement supersedes the terms and conditions contained in any correspondence relating to the subject matter of this Agreement exchanged between any Finance Party and the Borrowers or their representatives before the date of this Agreement.

1.9 Amounts   Any reference to an amount outstanding under any of the Existing Tranches are references to the amounts outstanding on 14 September 2017 and do not account for the instalments paid after such date.

1.10 Contractual recognition of bail-in

1.10.1 In this Clause 1.9:

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

"Bail-In Legislation" means:

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

(b) in relation to any other state, 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.

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

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

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

"Write-down and Conversion Powers" means:

(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; and

(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.

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

(a) any Bail-In Action in relation to any such liability, including (without limitation):

(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

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(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii) a cancellation of any such liability; and

(b) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

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Section 2          The Loan

2 THE LOAN

2.1 Amount   Subject to the terms of this Agreement, the Lenders agree to make available to:

2.1.1 Borrower A, a term loan in an aggregate amount of up to USD 137,911,701.61; and

2.1.2 Borrower B, a term loan in an aggregate amount of up to USD108,622,062.26

in accordance with the Commitments as set out in Schedule 1; and

2.2 Availablity of the New Tranche

A part of the New Tranche in the amount of Twenty million and one hundred and fifty thousand Dollars (US$ 20,150,000) shall be available for the financing of each New Vessel during the Availablity Period applicable to such part of the New Tranche.

2.3 Finance Parties' rights and obligations

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

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

2.3.3 A Finance Party may with the consent of the Majority Lenders and except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3 PURPOSE

3.1 Purpose   The Borrowers shall apply the Loan for the purposes referred to in the Preliminary.

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

4 CONDITIONS OF UTILISATION

4.1 Initial conditions precedent

4.1.1 The Borrowers undertake to deliver or to cause to be delivered to the Agent on the date of this Agreement the documents and evidence listed in Part I of Schedule 2 (Conditions Precedent to Execution of this Agreement) in

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form and substance satisfactory to the Agent. The Agent shall notify the Borrowers and the Lenders promptly upon being so satisfied

4.1.2 The Lenders will only be obliged to comply with Clause 5.3 (Lenders' participation) in relation to the advance of a Drawing under the New Tranche if:

(a) three Business Days prior to the relevant Drawdown Date (including the date for any prepositioning of funds as set out in Clause 5.5 (Prepositioning of funds)), the Agent has received drafts of the documents listed as item 2a(v) and (vi), item 2(c) and item 2(e) of Schedule 2 Part II (Conditions Precedent to each Drawing); and

(b) on or before the relevant Drawdown Date (or the release of any prepositioned funds pursuant to Clause 5.5 (Prepositioning of funds)), the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent to each Drawing) in form and substance satisfactory to the Agent, (acting reasonably)

where all references in Section 2 of that Part II to "the Vessel" or to any person or document relating to a Vessel shall be deemed to relate solely to the New Vessel specified in the relevant Drawdown Request or to any person or document relating to that New Vessel respectively. The Agent shall notify the Borrowers and the Lenders promptly upon being so satisfied.

4.1.3 Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in Clauses 4.1.1 and 4.1.2, the Lenders authorise (but do not require) the Agent to give that notification.  The Agent shall not be liable to the Lenders for any damages, costs or losses whatsoever as a result of giving any such notification.

4.2 Further conditions precedent

4.2.1 The Lenders will only be obliged to advance a Drawing (including any prepositioning of funds pursuant to Clause 5.5 (Prepositioning of funds)) if on the date of the relevant Drawdown Request and on the proposed Drawdown Date:

(a) no Default is continuing or would result from the advance of that Drawing; and

(b) the representations made by each Borrower and each Guarantor under Clause 19 (Representations) are true.

4.2.2 The Lenders will only be obliged to advance a Drawing if that Drawing will not increase the Loan to a sum in excess of the Maximum Loan Amount.

4.3 Conditions subsequent   Subject to any time period specifically set out in relation to a condition subsequent listed in Part III of Schedule 2 (Conditions Subsequent), the Borrowers undertake to deliver or to cause to be delivered to the Agent as soon

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as practicable after the relevant Drawdown Date the additional documents and other evidence listed in Part III of Schedule 2 (Conditions Subsequent), where the references in that Part III to "the Vessel" or to any person or document relating to a Vessel shall be deemed to relate solely to the Vessel specified in the relevant Drawdown Request or to any person or document relating to that Vessel respectively.

4.4 No waiver   If the Lenders in their sole discretion agree to advance a Drawing to the Borrowers before all of the documents and evidence required by Clause 4.1 (Initial conditions precedent) have been delivered to or to the order of the Agent, the Borrowers undertake to deliver all outstanding documents and evidence to or to the order of the Agent as soon as practicable after the relevant Drawdown Date or such other date specified by the Agent (acting on the instructions of all the Lenders).

The advance of a Drawing under this Clause 4.4 shall not be taken as a waiver of the Lenders' right to require production of all the documents and evidence required by Clause 4.1 (Initial conditions precedent).

4.5 Re-flagging conditions precedent   The Borrowers undertake to deliver or to cause to be delivered to the Agent on or before the re-flagging of a Vessel under an Approved Flag the documents and evidence listed in Part IV of Schedule 2 (Conditions Precedent to Re-flagging under an Approved Flag) in form and substance satisfactory to the Agent. The Agent shall notify the Borrowers and the Lenders promptly upon being so satisfied.

4.6 Form and content   All documents and evidence delivered to the Agent under this Clause shall:

4.6.1 be in form and substance acceptable to the Agent (acting reasonably); and

4.6.2 if required by the Agent, be certified, notarised, legalised or attested in a manner acceptable to the Agent.

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Section 3          Utilisation

5 ADVANCE

5.1 Delivery of a Drawdown Request   The Borrowers may request a Drawing to be advanced by delivery to the Agent of a duly completed Drawdown Request not more than ten and not fewer than three Business Days before the proposed Drawdown Date.

5.2 Completion of a Drawdown Request   A Drawdown Request is irrevocable and will not be regarded as having been duly completed unless:

5.2.1 it is signed by an authorised signatory of each Borrower;

5.2.2 it specifies the Vessel being financed by the relevant Drawing;

5.2.3 the proposed Drawdown Date is a Business Day within the Availability Period; and

5.2.4 the proposed Interest Period complies with Clause 9 (Interest Periods).

5.3 Lenders' participation

5.3.1 Subject to Clauses 2 (The Loan), 3 (Purpose) and 4 (Conditions of Utilisation), each Lender shall make its participation in any Drawing available by the relevant Drawdown Date through its Facility Office.

5.3.2 The amount of each Lender's participation in any Drawing will be equal to the proportion borne by its Commitment to the Total Commitments.

5.4 Cancellation of Undrawn Commitments

If the New Tranche (or a part thereof) is not fully utilised by the end of the Availability Period for the New Tranche (or the relevant part thereof), the relevant Commitments will be cancelled at the end of the Availability Period for the New Tranche (or the relevant part thereof) to the extent that they are unutilised at that time, unless otherwise agreed between the Borrowers and the Agent.

5.5 Prepositioning of funds   If requested by a Borrower in the Drawdown Request for a New Vessel, the Agent (on account of the Lenders) shall, three (3) Business Days before the Delivery Date, preposition the relevant Drawing under the New Tranche by making payment of such amounts requested in the relevant Drawdown Request:

5.5.1 to such account in such bank (the "Prepositioning Bank") as the relevantBorrower may have agreed with the Agent in advance of the Delivery Date and as specified in the Drawdown Request; and

5.5.2 on terms that:

(a) the Prepositioning Bank is acceptable to the Agent;

(b) such amounts shall be held to the order of the Agent until it is released to the Prepositioning Bank according to a separate SWIFT instruction agreed between the Agent and the relevant Borrower

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 (for the avoidance of doubt the Agent shall in its sole discretion decide if it finds the wording of the SWIFT instruction acceptable);

(c) such prepositioning shall constitute the making of the Drawing and the relevantBorrower shall at that time become indebted, as principal and direct obligor, to the Lenders in an amount equal to the prepositioned funds; and

(d) the date on which the Drawing is prepositioned shall constitute the Drawdown Date.

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Section 4          Repayment, Prepayment and Cancellation

6 REPAYMENT

6.1 Repayment of Loan

6.1.1 Borrower A agrees to repay the Existing Tranche A and the Existing Tranche B;

6.1.2 Borrower B agrees to repay the Existing Tranche C and the New Tranche,

for the account of the Lenders in the amounts set out in Schedule 9.

After each Drawing in respect of the New Tranche, Schedule 9 shall be adjusted by the Agent to reflect that (i) each Drawing under the New Tranche shall be repaid in 28 quarterly instalments of USD296,323 each and a balloon payment of the remaining outstanding amount of such Drawing which shall be paid together with the last of the 28 instalments and (ii) the first instalment in respect of a Drawing under the New Tranche shall fall due on the first Payment Date which falls at least three calendar months after the Drawdown Date of that Drawing and subsequent instalments falling due at consecutive Payment Dates thereafter and the final instalment and the balloon instalment in respect of that Drawing (as set out in Schedule 9) falling due on the Termination Date of the New Tranche.

6.1.3 Notwhitstanding Clause 6.1.2 above, each Tranche shall be repaid in full no later than on the Termination Date applicable to the relevant Tranche.

6.2 Reduction of Repayment Instalments   If the aggregate amount advanced to Borrower B is less than the Commitment in respect of the New Tranche, the amount of each Repayment Instalment in respect of the New Tranche (including the balloon instalment) shall be reduced pro rata to the amount actually advanced.

6.3 Reborrowing   The Borrowers may not reborrow any part of the Loan which is repaid or prepaid or cancelled.

7 ILLEGALITY, PREPAYMENT AND CANCELLATION

7.1 Illegality   If it becomes unlawful in any jurisdiction (including, without limitation, under applicable Sanctions Laws) for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the Loan:

7.1.1 that Lender shall promptly notify the Agent upon becoming aware of that event;

7.1.2 upon the Agent notifying the Borrowers, the Commitment of that Lender will be immediately cancelled; and

7.1.3 the Borrowers shall repay that Lender's participation within ninety (90) days of demand.

7.2 Voluntary cancellation   Each Borrower may, if they give the Agent not less than 10 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of USD 1,000,000 of

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the undrawn amount of the relevant Tranche).  Any cancellation under this Clause 7.2 shall reduce the Commitments of the Lenders rateably.

7.3 Voluntary prepayment of Loan   The Borrowers may prepay the whole or any part of the Loan but, if in part, being an amount that reduces the Loan by a minimum amount of USD 1,000,000 subject as follows:

7.3.1 they give the Agent not less than 10 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice; and

7.3.2 any prepayment under this Clause 7.3 shall satisfy the obligations under Clause 6.1 (Repayment of Loan) pro-rata across maturities.

7.4 [DELIBERATELY NOT USED]

7.5 Right of cancellation and prepayment in relation to a single Lender

7.5.1 If:

(a) any sum payable to any Lender by the Borrowers is required to be increased under Clause 12.2.2 (Tax gross-up);

(b) any Lender claims indemnification from the Borrowers under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs);

the Borrowers may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment(s) of that Lender and their intention to procure the repayment of that Lender's participation in the Loan.

7.5.2 On receipt of a notice referred to in Clause 7.5.1 in relation to a Lender, the Commitment(s) of that Lender shall immediately be reduced to zero.

7.5.3 On the last day of the Interest Period which ends after the Borrowers have given notice under Clause 7.5.1 in relation to a Lender (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers shall repay that Lender's participation in the Loan together with all interest and other amounts accrued under the Finance Documents.

7.6 Mandatory prepayment on sale or Total Loss

7.6.1 If a Vessel is sold by an Owner, the Borrowers shall, simultaneously with any such sale, prepay the Loan with an amount equal to the Appropriate Amount for such Vessel immediately prior to completion of such sale. Any such prepayment shall be applied first against the Tranche made available to finance that Vessel (and reduce the instalments of such Tranche (including any balloon payment) on a pro rata basis) and secondly in prepayment of such other Tranche and reduce the instalments of such other Tranche (including any balloon payment) on a pro rata basis) as determined by the Borrowers. Any balance shall, unless a Default has occurred and is continuing, be at the free disposal of the Borrowers. If a Default or an Event of Default has occurred, all

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proceeds from a sale of a Vessel shall be applied towards prepayment of the Loan.

7.6.2 If a Vessel becomes a Total Loss, the Borrowers shall on the earlier of (i) 30 days after the date of the Total Loss if the Agent believes, acting reasonably, that the relevant insurer has rightfully refused to meet or rightfully disputes the claim in respect of a Total Loss; (ii) the date falling 180 days after any such Total Loss (which the Agent may extend by a further 180 days if it is satisfied, acting reasonably, that the insurers have accepted liability) and (iii) the date on which the proceeds of any such Total Loss are realised, make a prepayment of the Loan to the extent necessary in an amount equal to the Appropriate Amount for such Vessel immediately prior to such Total Loss. Any such prepayment shall be applied first against the Tranche made available to finance that Vessel (and reduce the instalments of such Tranche (including any balloon payment) on a pro rata basis) and secondly in prepayment of such other Tranche and reduce the instalments of such Tranche (including any balloon payment) on a pro rata basis) as determined by the Borrowers. Any balance shall, unless a Default has occurred and is continuing, be at the free disposal of the Borrowers. If a Default has occurred, all insurance proceeds from a Total Loss of a Vessel shall be applied towards prepayment of the Loan.

7.6.3 The Borrowers shall promptly notify the Agent in writing if a Vessel becomes a Total Loss.

7.6.4 The Borrowers shall promptly notify the Agent in writing if they are notified that the relevant insurer refuses to meet or disputes a claim in respect of a Total Loss.

7.7 Right of cancellation in relation to a Defaulting Lender   If any Lender becomes a Defaulting Lender, the Borrowers may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 10 Business Days' notice of cancellation of the Commitment of that Lender.  On that notice becoming effective, the Commitment of the Defaulting Lender shall immediately be reduced to zero.  The Agent shall as soon as practicable after receipt of that notice notify all the Lenders.

7.8 Mandatory prepayment on Change of Control  If there is a Change of Control or Borrower B is delisted from NASDAQ OMX Copenhagen A/S:

7.8.1 the relevant Borrower shall promptly notify the Agent of such Change of Control or delisting as soon as it becomes aware of it;

7.8.2 upon the Lenders becoming aware of such Change in Control or delisting and unless the Lenders agree otherwise in writing, the Commitments will immediately be cancelled and each Borrower shall repay its relevant Tranche (to the extent already advanced prior to the Change of Control) within 7 days of notice from the Agent.

7.9 Restrictions   Any notice of prepayment or cancellation given under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall

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specify the date or dates upon which the relevant prepayment or cancellation is to be made and the amount of that prepayment or cancellation.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Interest Break Costs (in respect of which Clause 10.4 applies) and any Break Funding Costs (in respect of which Clause 7.10 applies) without premium or penalty.

The Borrowers shall not repay, prepay or cancel all or any part of the Loan except at the times and in the manner expressly provided for in this Agreement.

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to the Borrowers or the affected Lender, as appropriate.

7.10 Break Funding Costs

7.10.1 The Borrowers shall, within three Business Days of demand by DSF, pay to DSF its Break Funding Costs attributable to any prepayment of the Loan.

7.10.2 The Break Funding Costs shall be determined by DSF and shall be binding on the Borrowers save for manifest errors. If the Break Funding Costs are less than zero, the Break Funding Costs shall be deemed to be zero.

7.10.3 For the avoidance of doubt, any Break Funding Costs shall be in addition to and not in substitution of any Interest Break Costs.

7.11 Vessel Substitution

7.11.1 In circumstance contemplated by Clause 7.6, and provided no Default is then in existence, the Borrowers may elect to propose a substitute vessel by the procedure set out in this Clause 7.11.

7.11.2 Instead of making the prepayment in the amount and at the time specified in Clause 7.6, the Borrowers shall place an equivalent amount in the Reserve Account on or before the date the prepayment would otherwise have fallen due (the "Deposit").

7.11.3 The Borrowers may nominate a substitute vessel which shall be a product tanker (LR1, LR2, MR or handy size) of the same age or younger than the Vessel that was sold or declared a Total Loss, and with at least an equivalent Market Value, no less than 10 Business Days prior to the proposed date of substitution.

7.11.4 The Agent, on the instruction of the Majority Lenders acting reasonably, shall give notice to the Borrowers as soon as practicable as to whether or not the nominated substitute vessel is acceptable and fulfils the requirements set out in Clause 7.11.3.

7.11.5 If such nomination is accepted, then the relevant owner shall enter into a guarantee on the same terms as the Guarantee, and other Security

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Documents relating to the substitute vessel in the same form as the equivalent documents relating to the Vessel which was sold or became a Total loss.

7.11.6 The Agent will specify other conditions precedent to the substitution (to include but not be limited to corporate authorities, legal opinions, evidence of class, evidence of adequate insurance coverage and payment of a fee of $25,000, and a pledge over the shares in the relevant owner in favour of the Security Agent and to be broadly similar to the conditions precedent relating to other drawdowns), and on satisfaction of such conditions the Deposit shall be released.

7.11.7 If the Borrowers elect not to propose a substitute vessel, they may at any time use the Deposit as a prepayment hereunder, to be applied in accordance with Clause 7.6 (Mandatory prepayment on sale or Total Loss).

7.12 Break Gains for Interest Periods in excess of six months  If:

7.12.1 the Agent (acting on the instructions of the Lenders) has agreed to an Interest Period in respect of a Tranche being for a duration of more than six (6) months in accordance with Clause 9.1.1 (Duration of Interest Periods); and

7.12.2 a Borrower prepays all or part of the relevant Tranche in accordance with this Clause 7 (Illegality, Prepayment and Cancellation),

that Borrower shall be entitled to be credited with any Break Gains resulting from such prepayment.

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Section 5          Costs of Utilisation

8 INTEREST

8.1 Calculation of interest   The rate of interest on the Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

8.1.1 the relevant Margin; and

8.1.2 LIBOR.

8.2 Payment of interest

8.2.1 Borrower A shall pay accrued interest on Existing Tranche A and Existing Tranche B; and

8.2.2 Borrower B shall pay accrued interest on Existing Tranche C and the New Tranche,

quarterly in arrears on each Payment Date for the period since the relevant Drawing or the previous due date for the period of interest.

8.3 Default interest   If either Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which is two per cent higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted the Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably).  Any interest accruing under this Clause 8.3 shall be immediately payable by the Borrowers on demand by the Agent.

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

8.4 Notification of rates of interest   The Agent shall promptly notify the Borrowers of the determination of a rate of interest under this Agreement.

9 INTEREST PERIODS

9.1 Duration of Interest Periods

9.1.1 Each Interest Period relating to the Existing Tranche A shall be six (6) calendar months, each Interest Period relating to the Existing Tranche B shall be three (3) calendar months and each Interest Period relating to the Existing Tranche C or the New Tranche (save the first) shall be three (3) or six (6) calendar months (at the option of Borrower B) or in either case any other period agreed between the Borrowers and the Agent (acting on the instructions of the Lenders).

9.1.2 An Interest Period shall end on a Payment Date and shall not extend beyond the Termination Date for the relevant Tranche.

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9.1.3 The first Interest Period in respect of each Drawing shall start on the Drawdown Date of that Drawing and shall end on the following Payment Date; and each subsequent Interest Period in respect of such Drawing shall start on the last day of the preceding Interest Period and end on the Payment Date which falls six (6) calendar months (if it relates to Existing Tranche A), three (3) calendar months (if it relates to Existing Tranche B) or three (3) or six (6) calendar months (if it relates to Existing Tranche C or the New Tranche) after the last day of the preceding Interest Period.

9.1.4 If Borrower B at any time fails to select an Interest Period for Existing Tranche C or the New Tranche in accordance with Clause 9.1.1 by the date falling three (3) Business Days prior to the commencement of an Interest Period, then the interest rate applicable shall be based on an Interest Period of three (3) months.

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

10 CHANGES TO THE CALCULATION OF INTEREST

10.1 Absence of quotations   Subject to Clause 10.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11.00 am on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

10.2 Market disruption   If a Market Disruption Event occurs for any Interest Period, then, subject to Clause 11.3, the rate of interest on each Lender's share of the Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

10.2.1 the Margin; and

10.2.2 the rate notified to the Agent by that Lender as soon as practicable, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Loan from whatever source it may reasonably select.

10.2.3 In this Agreement "Market Disruption Event" means:

(a) at or about noon on the Quotation Day for the relevant Interest Period LIBOR is to be determined by reference to the Reference Banks and no Reference Banks supplies a rate to the Agent to determine LIBOR for dollars and the relevant Interest Period; or

(b) before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders that the cost to it of funding its participation in the Loan from whatever source it may reasonably select would be in excess of LIBOR.

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10.3 Alternative basis of interest or funding

10.3.1 If a Market Disruption Event occurs and the Agent or the Borrowers so require, the Agent and the Borrowers shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

10.3.2 Any alternative basis agreed pursuant to Clause 10.3.1 shall, with the prior consent of all the Lenders and the Borrowers, be binding on all Parties.

10.4 Interest Break Costs   The Borrowers shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Interest Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrowers on a day other than the last day of an Interest Period for the Loan or Unpaid Sum.

Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Interest Break Costs for any Interest Period in which they accrue.

11 Fees

11.1 Commitment fee

(a) Borrower B shall pay to the Agent (for the account of the Lenders in proportion to their Commitments) a fee computed at the rate of 35 per cent of the rate specified in the definition of "Margin" on the undrawn amount of the New Tranche from 25 July 2017.

(b) the accrued commitment fee is payable on the last day of each successive period of three months which ends during the Availability Period, on the last day of the Availability Period, on each Drawdown Date, on each Payment Date and (on the cancelled amount of the relevant Lender's Commitment) at the time the cancellation is effective.

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Section 6          Additional Payment Obligations

12 TAX GROSS UP AND INDEMNITIES

12.1 Definitions   In this Agreement:

"Protected Party" means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

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

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

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

Unless a contrary indication appears, in this Clause 12 a reference to "determines" or "determined" means a determination made in the discretion of the person making the determination (acting reasonably).

12.2 Tax gross-up   Each Borrower shall (and shall procure that each other Security Party shall) make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law, subject as follows:

12.2.1 a Borrower shall promptly upon becoming aware that it or any other Security Party must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly.  Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender.  If the Agent receives such notification from a Lender it shall notify the Borrower and any such other Security Party;

12.2.2 if a Tax Deduction is required by law to be made by the Borrower or any other Security Party, the amount of the payment due from the Borrower or that other Security Party shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required;

12.2.3 if a Borrower or any other Security Party is required to make a Tax Deduction, that Borrower shall (and shall procure that such other Security Party shall) make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law;

12.2.4 within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower making that Tax Deduction shall (and shall procure that such other Security Party shall) deliver to the Agent for the Finance Party entitled to the payment

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evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority;

12.3 Tax indemnity

12.3.1 Each Borrower shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

12.3.2 Clause 12.3.1 shall not apply:

(a) with respect to any Tax assessed on a Finance Party:

(i) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(ii) under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

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

(b) to the extent a loss, liability or cost:

(i) is compensated for by an increased payment under Clause 12.2 (Tax gross-up),; or

(ii) relates to a FATCA Deduction required to be made by a Party.

12.3.3 A Protected Party making, or intending to make a claim under Clause 12.3.1 shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrowers.

12.3.4 A Protected Party shall, on receiving a payment from a Borrower under this Clause 12.3, notify the Agent.

12.4 Tax Credit   If a Borrower or any other Security Party makes a Tax Payment and the relevant Finance Party determines that:

12.4.1 a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

12.4.2 that Finance Party has obtained and utilised that Tax Credit,

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

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

12.6 VAT

12.6.1 All amounts expressed to be payable under a Finance Document by any Party or any Security Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to Clause 12.6.2, if  VAT is or becomes chargeable on any supply made by any Finance Party to any Party or any Security Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party or Security Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to the Borrowers).

12.6.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the "Relevant Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT.  The Recipient must (where this Clause 12.6.2(a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

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12.6.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

12.6.4 Any reference in this Clause 12.6 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term "representative member" to have the same meaning as in the English Value Added Tax Act 1994).

12.6.5 In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

12.7 FATCA information

12.7.1 Subject to Clause 12.7.3, each Party shall, within ten Business Days of a reasonable request by another Party:

(a) confirm to that other Party whether it is:

(i) a FATCA Exempt Party; or

(ii) not a FATCA Exempt Party; and

(b) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable "passthru payment percentage" or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA.

12.7.2 If a Party confirms to another Party pursuant to Clause 13.8.1(a)(i) that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

12.7.3 Clause 12.7.1 shall not oblige any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of:

(a) any law or regulation;

(b) any fiduciary duty; or

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(c) any duty of confidentiality.

12.7.4 If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with Clause 12.7.1 (including, for the avoidance of doubt, where Clause 12.7.3 applies), then:

(a) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and

(b) if that Party failed to confirm its applicable "passthru payment percentage" then such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable "passthru payment percentage" is 100%,

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

12.7.5 If a Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of:

(a) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

(b) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date;

(c) where a Borrower is not a US Tax Obligor, the date of a request from the Agent,

supply to the Agent:

(d) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or

(e) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA.

The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this Clause 12.7.5 to the Borrowers and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification.  The Agent shall not be liable for any action taken by it under or in connection with this Clause 12.7.5.

12.7.6 Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to Clause 12.7.5 is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so.  The Agent shall provide any such updated withholding certificate,

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withholding statement, documentation, authorisations and waivers to the Borrowers.  The Agent shall not be liable for any action taken by it under or in connection with this Clause 12.7.6.

12.8 FATCA Deduction

12.8.1 Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

12.8.2 The Agent shall promptly upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition, shall notify the Borrowers, the Agent and the other Finance Parties.

13 INCREASED COSTS

13.1 Increased costs   Subject to Clause 13.3 (Exceptions) the Borrowers shall, within three Business Days of a demand by the Agent, pay to the Agent for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation or any request from or requirement of any central bank or other fiscal, monetary or other authority made after the date of this Agreement (including Basel III (as defined in Clause 13.3) and any other which relates to capital adequacy or liquidity controls or which affects the manner in which that Finance Party allocates capital resources to obligations under this Agreement) or (iii) any change in the risk weight allocated by that Finance Party to the Borrowers after the date of this Agreement.

In this Agreement "Increased Costs" means:

(a) a reduction in the rate of return from the Loan or on a Finance Party's (or its Affiliate's) overall capital;

(b) an additional or increased cost; or

(c) a reduction of any amount due and payable under any Finance Document,

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

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13.2 Increased cost claims

13.2.1 A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrowers.

13.2.2 Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

13.3 Exceptions   Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

13.3.1 attributable to a FATCA Deduction required to be made by a Party;

13.3.2 compensated for by Clause 12.3(Tax indemnity)(or would have been compensated for under Clause 12.3 but was not so compensated solely because any of the exclusions in Clause 12.3 applied);

13.3.3 attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

13.3.4 attributable to the implementation or application of or compliance with the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) ("Basel II") or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

In this Clause 13.3, a reference to a "Tax Deduction" has the same meaning given to the term in Clause 12.1 (Definitions) and "Basel III" means (i) the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated, (ii) the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011 and (iii) any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".

14 OTHER INDEMNITIES

14.1 Currency indemnity   If any sum due from a Borrower or a Guarantor  under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

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14.1.1 making or filing a claim or proof against that Borrower or that Guarantor (as the case may be), or

14.1.2 obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

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

That Borrower and that Guarantor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2 Other indemnities

14.2.1 The Borrower shall, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a) the occurrence of any Event of Default;

(b) a failure by a Borrower to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 28 (Sharing among the Finance Parties);

(c) funding, or making arrangements to fund, a Drawing following delivery by the Borrowers of a Drawdown Request but that Drawing not being advanced by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by a Finance Party alone); or

(d) the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrowers.

14.2.2 The Borrowers shall promptly indemnify each Finance Party and each officer or employee of a Finance Party (each such person for the purposes of this Clause 14.2 an "Indemnified Person") against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Encumbrance constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, a Vessel, unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.

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14.2.3 Subject to any limitations set out in Clause 14.2.2, the indemnity in that Clause shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:

(a) arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions Laws; or

(b) in connection with any Environmental Claim.

14.3 Indemnity to the Agent   The Borrowers shall promptly indemnify the Agent against:

14.3.1 any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a) investigating any event which it reasonably believes is a Default; or

(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

(c) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and

14.3.2 any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) in acting as Agent under the Finance Documents.

14.4 Indemnity to the Security Agent   The Borrowers and the Guarantors shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of:

14.4.1 any failure by the Borrowers to comply with their obligations under Clause 16 (Costs and Expenses);

14.4.2 acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

14.4.3 the taking, holding, protection or enforcement of the Security Documents;

14.4.4 the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;

14.4.5 any default by any Security Party in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or

14.4.6 acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Charged Property

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(otherwise, in each case, than by reason of the relevant Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct).

14.5 Indemnity survival   The indemnities contained in this Agreement shall survive repayment of the Loan.

15 MITIGATION BY THE LENDERS

15.1 Mitigation   Each Finance Party shall, in consultation with the Borrowers take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to any of Clause 7.1 (Illegality), Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.  The above does not in any way limit the obligations of any Security Party under the Finance Documents.

15.2 Limitation of liability   The Borrowers shall promptly indemnify each Finance Party for all reasonable costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).  A Finance Party is not obliged to take any steps under Clause 15.1 if, in its opinion (acting reasonably), to do so might be prejudicial to it.

16 COSTS AND EXPENSES

16.1 Transaction expenses   The Borrowers shall promptly on demand pay the Agent and the Security Agent the amount of all reasonable costs and expenses (including legal fees) reasonably incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with:

16.1.1 the negotiation, preparation, printing, execution, syndication and perfection of this Agreement and any other documents referred to in this Agreement;

16.1.2 the negotiation, preparation, printing, execution and perfection of any other Finance Documents executed after the date of this Agreement;

16.1.3 any other document which may at any time be required by a Finance Party to give effect to any Finance Document or which a Finance Party is entitled to call for or obtain under any Finance Document (including, without limitation, any valuation of a Vessel); and

16.1.4 any discharge, release or reassignment of any of the Security Documents.

16.2 Amendment costs   If (i) a Security Party requests an amendment, waiver or consent or (ii) an amendment is required under Clause 29.11 (Change of currency), the Borrowers shall, within three Business Days of demand, reimburse each of the Agent and the Security Agent for the amount of all reasonable costs and expenses (including legal fees) reasonably incurred by the Agent and the Security Agent (and, in the case of the Security Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

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16.3 Enforcement and preservation costs   The Borrowers shall, within three Business Days of demand, pay to each Finance Party and each other Secured Party the amount of all reasonable costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document and any proceedings instituted by or against the Security Agent as a consequence of taking or holding the Security Documents or enforcing those rights including (without limitation) any losses, costs and expenses which that Finance Party or other Secured Party may from time to time sustain, incur or become liable for by reason of that Finance Party or other Secured Party being mortgagee of a Vessel and/or a lender to a Borrower, or by reason of that Finance Party or other Secured Party being deemed by any court or authority to be an operator or controller, or in any way concerned in the operation or control, of a Vessel.

16.4 Other costs   The Borrowers shall, within three Business Days of demand, pay to each Finance Party and each other Secured Party the amount of all sums which that Finance Party or other Secured Party may pay or become actually or contingently liable for on account of a Borrower in connection with a Vessel (whether alone or jointly or jointly and severally with any other person) including (without limitation) all sums which that Finance Party or other Secured Party may pay or guarantees which it may give in respect of the Insurances, any expenses reasonably incurred by that Finance Party or other Secured Party in connection with the maintenance or repair of a Vessel or in discharging any lien, bond or other claim relating in any way to a Vessel, and any sums which that Finance Party or other Secured Party may pay or guarantees which it may give to procure the release of a Vessel from arrest or detention.

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Section 7          Security and Application of Moneys

17 SECURITY DOCUMENTS AND APPLICATION OF MONEYS

17.1 Security Documents   As security for the payment of the Indebtedness, the Borrowers shall execute and deliver to the Security Agent or cause to be executed and delivered to the Security Agent the following documents in such forms and containing such terms and conditions as the Security Agent shall require:

17.1.1 first preferred or first priority and second priority mortgages over the Vessels and, if applicable, collateral deeds of covenant;

17.1.2 first priority deeds of assignment of the Insurances, Earnings, Charters and Requisition Compensation of the Vessels from the relevant Owner and the Bareboat Charterer; and the first priority assignments of Insurances (if any) from the Managers contained in the Managers' Undertakings;

17.1.3 a joint and several guarantee and indemnity from each Guarantor;

17.1.4 a first priority account security agreement in respect of all amounts from time to time standing to the credit the Reserve Account;

17.1.5 first priority and second priority charges of all the issued shares of each Owner and the general partner of Owner C, VesselCo E ApS;

17.1.6 the Managers' Undertakings; and

17.1.7 a first priority assignment and subordination of any Inter-company Indebtedness;

17.2 Application after acceleration   From and after the giving of notice to the Borrowers by the Agent under Clause 23.2 (Acceleration), the Borrowers shall procure that all sums from time to time standing to the credit of the Reserve Account are immediately transferred to the Security Agent or any Receiver or Delegate for application in accordance with Clause 17.3 (Application of moneys by Security Agent) and the Borrowers irrevocably authorise the Security Agent to instruct the Agent (as account holder) to make those transfers.

17.3 Application of moneys by Security Agent   The Borrowers and the Finance Parties irrevocably authorise the Security Agent or any Receiver or Delegate to apply all moneys which it receives and is entitled to receive:

17.3.1 pursuant to a sale or other disposition of a Vessel or any right, title or interest in a Vessel; or

17.3.2 by way of payment of any sum in respect of the Insurances, Earnings or Requisition Compensation; or

17.3.3 by way of transfer of any sum from the Reserve Account; or

17.3.4 otherwise under or in connection with any Security Document,

in or towards satisfaction of the Indebtedness in the following order:

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17.3.5 first, any unpaid fees, costs, expenses and default interest due to the Agent and the Security Agent (and, in the case of the Security Agent, to any Receiver or Delegate) under all or any of the Finance Documents, such application to be apportioned between the Agent and the Security Agent pro rata to the aggregate amount of such items due to each of them;

17.3.6 second, any unpaid fees, costs, expenses (including any sums paid by the Lenders under Clause 26.10 (Indemnity)) of the Lenders due under this Agreement, such application to be apportioned between the Lenders pro rata to the aggregate amount of such items due to each of them;

17.3.7 third, any accrued but unpaid default interest due to the Lenders under this Agreement, such application to be apportioned between the Lenders pro rata to the aggregate amount of such default interest due to each of them;

17.3.8 fourth, any other accrued but unpaid interest due to the Lenders under this Agreement, such application to be apportioned between the Lenders pro rata to the aggregate amount of such interest due to each of them;

17.3.9 fifth, any principal of the Loan due and payable but unpaid under this Agreement, such application to be apportioned between the Lenders pro rata to the aggregate amount of such principal due to each of them; and

17.3.10 sixth, any other sum due and payable to any Finance Party but unpaid under all or any of the Finance Documents, such application to be apportioned between the Finance Parties pro rata to the aggregate amount of any such sum due to each of them; and

17.3.11 Seventh, the balance if any, in payment to the Borrowers,

Provided that the balance (if any) of the moneys received shall be paid to the Security Parties from whom or from whose assets those sums were received or recovered or to any other person entitled to them.

17.4 Retention on account   Moneys to be applied by the Security Agent or any Receiver or Delegate under Clause 17.3 (Application of moneys by Security Agent) shall be applied as soon as practicable after the relevant moneys are received by it, or otherwise become available to it, save that (without prejudice to any other provisions contained in any of the Security Documents) the Security Agent or any Receiver or Delegate may retain any such moneys by crediting them to a suspense account for so long and in such manner as the Security Agent or such Receiver or Delegate may from time to time determine with a view to preserving the rights of the Finance Parties or any of them to prove for the whole of the Indebtedness (or any relevant part) against the Borrowers or any other person liable.

17.5 Additional security  If at any time the aggregate of the Market Value of the Existing Vessels and the New Vessels (which shall be calculated on a semi-annual basis on or around 30 June and 31 December each year by two valuations from Approved Shipbrokers appointed by the Borrower) and the value of any additional security for the time being provided to the Security Agent under this Clause 17.5,

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such value to be the face amount of any deposit (in the case of cash), to be determined conclusively by appropriate advisors (acting reasonably) appointed by the Agent (in the case of other charged assets) and determined by the Agent in its discretion acting reasonably (in all other cases) is less than 133% of the Loan then outstanding less any amount standing to the credit of the Reserve Account and the value of any additional security for the time being provided to the Security Agent under this Clause 17.5 (the "LTV Coverage"), the Borrowers shall, within 30 days of the Agent's written request and at the Borrowers' option:

17.5.1 pay into the Reserve Account a cash deposit in such amount as when deducted from the Loan reduces the excess to zero to be secured in favour of the Security Agent as additional security for the payment of the Indebtedness; or

17.5.2 give to the Security Agent other additional security in amount and form acceptable to the Security Agent in its discretion acting reasonably to provide security for such excess, it being agreed that any LR1, LR2, MR or handy size product tanker of less than 15 years old shall be acceptable; or

17.5.3 prepay the Loan in such amount as when deducted from the Loan reduces the excess to zero.

Clauses 6.3 (Reborrowing), 7.3.2 (Voluntary prepayment of Loan) and 7.9 (Restrictions) shall apply, mutatis mutandis, to any prepayment made under this Clause 17.5 except that the minimum threshold in Clause 7.3.2 (Voluntary prepayment of Loan) shall not apply.

The Agent may, at any time during the Facility Period, test the LTV Coverage by obtaining valuations from any two Approved Shipbrokers appointed by it (in which case the average of the of the vauations shall form the basis for determining the compliance with this Clause) with any such valuations being at the cost of the Agent unless an Event of Default is continuing in which case they shall be at the cost of the Borrowers.

Any additional security granted and/or cash deposit made pursuant to this Clause 17.5 shall be discharged or released (in whole or in part) by the Security Agent (at the Borrowers' cost) in the event that the LTV Coverage (without relying on such part of the additional security granted and/or cash deposit made as is to be released) is complied with on the next day of testing, or is again complied with as evidenced by two valuations from the same Approved Shipbrokers as gave the immediately preceding valuations, appointed by the Borrowers.  This shall be without prejudice to the Agent's right to make any request under this Clause 17.5 should the value of the remaining security (as evidenced by updated valuations from the same two Approved Shipbrokers) subsequently merit it.

If and for so long as the Borrowers fails to satisfy the obligations arising from the Agent's request under this Clause 17.5 the Borrowers shall, if so demanded by the Agent, compensate the Lenders for the increased risk in relation to the Loan by paying interest on the Loan at a rate calculated in accordance with Clause 8.3 (Default interest) as if the whole of the outstanding Loan were an overdue amount.  Any such interest shall accrue

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in accordance with Clause 32.3 (Day count convention) and be payable by the Borrowers in accordance with Clause 8.2 (Payment of interest) and shall be without prejudice to any other right or remedy any Finance Party may have under Clause 13 (Increased Costs) or Clause 22.34.1 (Events of Default).

A Vessel shall not be included in the calculation of the LTV Coverage unless a Mortgage has been registered and remain registered against such Vessel.

17.6 Release of Mortgages

If:

17.6.1 the Borrowers make a voluntary prepayment in accorordance with Clause 7.3 (Voluntary Prepayment of Loan) in respect of a certain Tranche; or

17.6.2 the Borrowers make a balloon payment on the Termination Date in respect of a certain Tranche in accordance with Schedule 9,

(each a "Payment") the Borrowers may require that the Mortgage(s) over one or more of the Vessels financed by that Tranche and the other Security Documents in respect of such Vessel(s) (but not any Vessels financed by other Tranches) be released after such Payment, provided that

(a) the Borrowers notify the Agent of such requirement no later than 10 Business Days prior to the such Payment;

(b) the LTV Coverage after such Payment and such release does not exceed the LTV Coverage immediately prior to such payment and release;

(c) the LTV Coverage exceeds 133% after such Payment and release;

(d) the LTV Coverage for the purpose of this Clause shall be calculated on the basis of the Market Value of the Vessels (as determined by the most recent valuation provided to the Agent pursuant to Clause 20.2.3); and

(e) no Default has occurred and is continuing.

18 GUARANTEE AND INDEMNITY

18.1 Guarantee and indemnity

18.1.1 Guarantor A irrevocably and unconditionally:

(a) guarantees to each Finance Party punctual performance by each other Security Party of all that Security Party's obligations under the Finance Documents (insofar as those obligations relate to the Existing Tranche A and the Existing Tranche B);

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(b) undertakes with each Finance Party that whenever another Security Party does not pay any amount when due under or in connection with any Finance Document (insofar as such payment relates to the Existing Tranche A and the Existing Tranche B), Guarantor A shall immediately on demand pay that amount as if it was the principal obligor; and

(c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal (insofar as the obligation relates to the Existing Tranche A and the Existing Tranche B), it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of a Security Party not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due.  The amount payable by Guarantor A under this indemnity will not exceed the amount it would have had to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guarantee.

18.1.2 Guarantor B irrevocably and unconditionally:

(a) guarantees to each Finance Party punctual performance by each other Security Party of all that Security Party's obligations under the Finance Documents (insofar as those obligations relate to Existing Tranche C and the New Tranche);

(b) undertakes with each Finance Party that whenever another Security Party does not pay any amount when due under or in connection with any Finance Document insofar as such payment relates to Existing Tranche C and the New Tranche), Guarantor B shall immediately on demand pay that amount as if it was the principal obligor; and

(c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal (insofar as the obligation relates to Existing Tranche C and the New Tranche), it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of a Security Party not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due.  The amount payable by Guarantor B under this indemnity will not exceed the amount it would have had to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guarantee.

18.1.3 The Owners (in their capacity as guarantors) each jointly and severally irrevocably and unconditionally:

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(a) guarantees to each Finance Party punctual performance by each other Security Party of all that Security Party's obligations under the Finance Documents;

(b) undertakes with each Finance Party that whenever another Security Party does not pay any amount when due under or in connection with any Finance Document, the Owners (in their capacity as guarantors) shall immediately on demand pay that amount as if it was the principal obligor; and

(c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of a Security Party not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due.  The amount payable by the Owners (in their capacity as guarantors) under this indemnity will not exceed the amount it would have had to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guarantee.

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

18.3 No limit on demands   There shall be no limit on the number of demands which a Finance Party may make against a Guarantor in accordance with Clause 18.1 (Guarantee and indemnity).

18.4 Reinstatement   If any discharge, release or arrangement (whether in respect of the obligations of any Security Party or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantors under this Clause 18 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

18.5 Waiver of defences   The obligations of the Guarantors under this Clause 18 will not be affected by an act, omission, matter or thing which, but for this Clause 18, would reduce, release or prejudice any of its obligations under this Clause 18 (without limitation and whether or not known to it or any Finance Party) including:

18.5.1 any time, waiver or consent granted to, or composition with, any Security Party or other person;

18.5.2 the release of any other Security Party or any other person under the terms of any composition or arrangement with any creditor of any Security Party;

18.5.3 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or

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security over assets of, any Security Party or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

18.5.4 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Security Party or any other person;

18.5.5 any amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;

18.5.6 any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

18.5.7 any insolvency or similar proceedings.

18.6 Guarantors intent   Without prejudice to the generality of Clause 18.5 (Waiver of defences), the Guarantors expressly confirm that they intend that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following:  business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

18.7 Immediate recourse   The Guarantors waive any right they may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantors under this Clause 18.  This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

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

18.8.1 refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantors shall not be entitled to the benefit of the same; and

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18.8.2 hold in an interest-bearing suspense account any moneys received from the Guarantors or on account of the Guarantors' liability under this Clause 18.

18.9 Deferral of Guarantors' rights   Until all amounts which may be or become payable by the Security Parties under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, the Guarantors will not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 18:

18.9.1 to be indemnified by a Security Party;

18.9.2 to claim any contribution from any other guarantor of any Security Party's obligations under the Finance Documents;

18.9.3 to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

18.9.4 to bring legal or other proceedings for an order requiring any Security Party to make any payment, or perform any obligation, in respect of which the Guarantors have given a guarantee, undertaking or indemnity under Clause 18.1 (Guarantee and indemnity);

18.9.5 to exercise any right of set-off against any Security Party; and/or

18.9.6 to claim or prove as a creditor of any Security Party in competition with any Finance Party.

If the Guarantors receive any benefit, payment or distribution in relation to such rights they shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Security Parties under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 29 (Payment mechanics).

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

18.11 Cash collateral     If an Event of Default has occurred and is continuing, the Agent (acting on the instructions of the Majority Lenders), without prejudice to any other rights or remedies available under the Finance Documents or otherwise under law, shall be entitled to call immediately an amount equal to the Indebtedness from the Guarantors and hold the proceeds in escrow as cash collateral in respect of the Borrowers' performance under the Finance Documents.

18.12 Subordination   Each Borrower and each Guarantor agrees and undertakes with the Finance Parties that all claims of whatsoever nature which it has or may have at any time against any other Security Party or any of their respective property or assets

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shall rank after and be in all respects subordinate to any and all claims, whether actual or contingent, which the Finance Parties have or may have at any time against such other Security Party or any of its property or assets and that if an Event of Default has occurred and is continuing it will not without the prior written consent of the Agent (acting on the instructions of the Majority Lenders):

18.12.1 demand or accept payment in whole or in part of any moneys owing to it by any other Security Party;

18.12.2 take any steps to enforce its rights to recover any moneys owing to it by any other Security Party and more particularly (but without limitation) take or issue any judicial or other legal proceedings against any other Security Party or any of their respective property or assets; or

18.12.3 prove in the liquidation or other dissolution of any other Security Party in competition with a Finance Party.

18.13 Guarantors incorporated in Singapore  Notwithstanding any provision of this Clause 18 or of any other Finance Document, the obligations of any Guarantor incorporated in Singapore (a "Singaporean Guarantor") under this Clause 18 and under any Finance Document, the obligations of any Singaporean Guarantor under this Guarantee shall be limited to an amount equivalent to the higher of:

18.13.1 the Equity of the Singaporean Guarantor at the date of this Guarantee;

18.13.2 the Equity of the Singaporean Guarantor at the time  Singaporean Guarantor is request to make a payment under this Guarantee; and

18.13.3 with respect to a Singaporean Guarantor which is an Owner, the aggregate fair market value at any time of the Vessels owned by such Singaporean Guarantor.

For the purposes of this Clause 18.13 only, "Equity" shall mean the equity of the Singaporean Guarantor in question calculated in accordance with GAAP at the relevant time, however, adjusted if and to the extent any book value is not equal to the market value. The calculation of Equity shall not include the guarantee obligations pursuant to this guarantee.

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Section 8          Representations, Undertakings and Events of Default

19 REPRESENTATIONS

19.1 Representations   Each Borrower and each Guarantor make the representations and warranties set out in this Clause 19 to each Finance Party.

19.1.1 Status   Each of the Security Parties:

(a) is a limited liability corporation, duly incorporated and validly existing under the law of its Original Jurisdiction; and

(b) has the power to own its assets and carry on its business as it is being conducted.

19.1.2 Binding obligations   Subject to the Legal Reservations:

(a) the obligations expressed to be assumed by each of the Security Parties in each of the Relevant Documents to which it is a party are legal, valid, binding and enforceable obligations; and

(b) (without limiting the generality of Clause 19.1.2(a)) each Security Document to which it is a party creates the security interests which that Security Document purports to create and those security interests are valid and effective.

19.1.3 Non-conflict with other obligations   The entry into and performance by each of the Security Parties of, and the transactions contemplated by, the Relevant Documents do not conflict with:

(a) any law or regulation applicable to such Security Party;

(b) the constitutional documents of such Security Party; or

(c) any agreement or instrument binding upon such Security Party or any of such Security Party's assets or constitute a default or termination event (however described) under any such agreement or instrument.

19.1.4 Power and authority

(a) Each of the Security Parties has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Relevant Documents to which it is or will be a party and the transactions contemplated by those Relevant Documents.

(b) No limit on the powers of any Security Party will be exceeded as a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated by the Relevant Documents to which it is a party.

19.1.5 Validity and admissibility in evidence   All Authorisations required or desirable:

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(a) to enable each of the Security Parties lawfully to enter into, exercise its rights and comply with its obligations in the Relevant Documents to which it is a party or to enable each Finance Party to enforce and exercise all its rights under the Relevant Documents; and

(b) to make the Relevant Documents to which any Security Party is a party admissible in evidence in its Relevant Jurisdictions,

have been obtained or effected and are in full force and effect, with the exception only of the registrations referred to in Part III of Schedule 2 (Conditions Subsequent).

19.1.6 Governing law and enforcement

Subject to the Legal Reservations:

(a) the choice of governing law of any Finance Document will be recognised and enforced in the Relevant Jurisdictions of each relevant Security Party; and

(b) any judgment obtained in relation to any Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in the Relevant Jurisdictions of each relevant Security Party, save that judgements from countries outside the European Union may not be enforceable in Denmark.

19.1.7 Insolvency   No corporate action, legal proceeding or insolvency proceedings or creditors' process described in Clause 23.1.7 (Creditors' process) has been taken or, to the knowledge of any Borrower or the Guarantor, threatened in relation to a Security Party; and none of the circumstances described in Clause 23.1.6 (Insolvency) applies to a Security Party.

19.1.8 No filing or stamp taxes   Under the laws of the Relevant Jurisdictions of each relevant Security Party it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in any of those jurisdictions or that any stamp, registration, notarial or similar tax or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents except:

(a) registration of particulars of those Finance Documents at the Companies Registry of the relevant Security Party as detailed in the legal opinions obtained by the Agent in connection with this Agreement and payment of associated fees;

(b) registration of each Mortgage at the Ships Registry where title to a Vessel is registered in the relevant Owner and payments of associated fees; and

(c) stamping of the share charges in relation to Owner A and Owner B,

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which registrations, filing, taxes and fees will be made and paid promptly after the date of the relevant Finance Document.

19.1.9 Deduction of Tax   None of the Security Parties is required under the law of its jurisdiction of incorporation to make any deduction for or on account of Tax from any payment it may make under any Finance Document to a Lender.

19.1.10 No default

(a) No Event of Default and, on the date of this Agreement and each Drawdown Date, no Default is continuing or is reasonably likely to result from the advance of the Loan or the entry into, the performance of, or any transaction contemplated by, any of the Relevant Documents.

(b) No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (howsoever described) under any other agreement or instrument which is binding on any of the Security Parties or to which its assets are subject which has or is reasonably likely to have a Material Adverse Effect.

19.1.11 No misleading information   Save as disclosed in writing to the Agent prior to the date of this Agreement:

(a) all material information provided to a Finance Party by or on behalf of any of the Security Parties on or before the date of this Agreement and not superseded before that date is accurate and not misleading in any material respect and all projections provided to any Finance Party on or before the date of this Agreement have been prepared in good faith on the basis of assumptions which were reasonable at the time at which they were prepared and supplied; and

(b) all other written information provided by any of the Security Parties  (including its advisers) to a Finance Party was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any respect.

19.1.12 Financial statements

(a) The most recent financial statements of the Group delivered pursuant to Clause 20.1 (Financial statements):

(i) have been prepared in accordance with GAAP; and

(ii) give a true and fair view of (if audited) or fairly represent (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate.

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(b) Since the date of the most recent financial statements delivered pursuant to Clause 20.1(Financial statements) there has been no material adverse change in the business, assets or financial condition of any of the Security Parties.

19.1.13 No proceedings pending or threatened   No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, are reasonably likely to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against any of the Security Parties.

19.1.14 No breach of laws   None of the Security Parties has breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

19.1.15 Environmental laws

(a) Each of the Security Parties is in compliance with Clause 22.4 (Environmental compliance) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or is reasonably likely to have a Material Adverse Effect.

(b) No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry) is threatened against any of the Security Parties where that claim has or is reasonably likely, if determined against that Security Party to have a Material Adverse Effect.

19.1.16 Taxation

(a) None of the Security Parties is materially overdue in the filing of any Tax returns or is overdue in the payment of any amount in respect of Tax, the consequence of which is likely to have a Material Adverse Effect.

(b) No claims or investigations are being, or are reasonably likely to be, made or conducted against any of the Security Parties with respect to Taxes, which if adversely determined is reasonably likely to have a Material Adverse Effect.

19.1.17 Anti-corruption law   Each of the Security Parties has conducted its businesses in compliance with applicable anti-corruption laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

19.1.18 No Encumbrance or Financial Indebtedness

(a) No Encumbrance exists over all or any of the present or future assets of any of the Owners, other than Permitted Encumbrances.

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(b) None of the Owners has any Financial Indebtedness outstanding other than as permitted by this Agreement and as notified in writing to the Agent prior to the date of this Agreement.

19.1.19 Pari passu ranking   The payment obligations of each of the Security Parties under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

19.1.20 No adverse consequences

(a) It is not necessary under the laws of the Relevant Jurisdictions of any of the Security Parties:

(i) in order to enable any Finance Party to enforce its rights under any Finance Document; or

(ii) by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document,

that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of the Relevant Jurisdictions of any of the Security Parties.

(b) No Finance Party is or will be deemed to be resident, domiciled or carrying on business in any of the Relevant Jurisdictions of any of the Security Parties by reason only of the execution, performance and/or enforcement of any Finance Document.

19.1.21 No Disclosure of material facts   No Borrower or Guarantor is aware of any material facts or circumstances which have not been disclosed to the Agent and which would, if disclosed, have adversely affected the decision of a person considering whether or not to make loan facilities of the nature contemplated by this Agreement available to the Borrowers.

19.1.22 Completeness of Relevant Documents   The copies of any Relevant Documents provided or to be provided by the Borrowers to the Agent in accordance with Clause 4 (Conditions of Utilisation) are, or will be, true and accurate copies of the originals and represent, or will represent, the full agreement between the parties to those Relevant Documents in relation to the subject matter of those Relevant Documents and there are no commissions, rebates, premiums or other payments due or to become due in connection with the subject matter of those Relevant Documents other than in the ordinary course of business or as disclosed to, and approved in writing by, the Agent

19.1.23 No Immunity   No Security Party or any of its assets isimmune to any legal action or proceeding.

19.1.24 Money laundering   Any borrowing by a Borrower under this Agreement, and the performance of its obligations under this Agreement

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and under the other Finance Documents, will be for its own account and will not involve any breach by it of any law or regulatory measure relating to "money laundering" as defined in Article 1 of the Directive (2005/EC/60) of the European Parliament and of the Council of the European Communities.

19.1.25 Sanctions

(a) Each Borrower and each Guarantor and their respective directors, officers, joint ventures and employees and, to the best knowledge of each Borrower and each Guarantor, their respective agents and representatives (each acting in the capacity as agent or, as the case may be, representative for a Borrower or a Guarantor) has been and is in compliance with Sanctions Laws applicable to it.

(b) No Borrower and no Guarantor nor any other member of the Group or any Relevant Affiliate of any of them or their respective directors, officers, joint ventures or employees and, to the best knowledge of each Borrower and Guarantor, their respective agents and representatives (each acting in the capacity as agent or, as the case may be, representative for a Borrower or a Guarantor):

(i) is a Restricted Party, or is involved in any transaction through which it is likely to become a Restricted Party or acts directly or indirectly on behalf of a Restricted Party; or

(ii) is subject to or involved in any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws by any Sanctions Authority.

19.2 Repetition   Each Repeating Representation is deemed to be repeated by each Borrower and each Guarantor by reference to the facts and circumstances then existing of each Drawdown Date and (save for those contained in Clause 19.1.11 (No Misleading Information) on each Interest Payment Date.

20 INFORMATION UNDERTAKINGS

The undertakings in this Clause 20 remain in force for the duration of the Facility Period.

20.1 Financial statements   Borrower B shall supply to the Agent in sufficient copies for all of the Lenders:

20.1.1 as soon as the same become available, but in any event within 150 days after the end of each financial year the audited consolidated financial statements of the Group for that financial year; and

20.1.2 as soon as the same become available, but in any event within 60 days after the end of each quarter during each of its financial years, the unaudited quarterly financial statements of the Group (including profit and loss statements, balance sheet and cash flow statements for that quarter; and

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20.1.3 as soon as the same become available but in any event no later than the 1^st December of each financial year and each time the same are revised or amended, detailed consolidated forward-looking budgets for the next twelve (12) months (showing, without limitation, profit and loss statements, balance sheet, cash flow statements and written assumptions)  including all revisions and amendments thereto (the "Annual Budgets"); and

20.1.4 if requested by the Agent, audited annual financial statements of any Subsidiary of Borrower B; and

20.1.5 promptly, details of any defaults by an member of the Group relating to Financial Indebtedness in excess of ten million dollars (USD 10,000,000) or any material litigation relating to a member of the Group; and

20.1.6 within 7 days of demand, such other information as the Agent may reasonably require.

20.2 Compliance Certificate and valuations of the Fleet Vessels

20.2.1 Borrower B shall supply to the Agent throughout the Facility Period, with its annual financial statements delivered pursuant to Clause 20.1 (Financial statements) and its quarterly financial statements delivered pursuant to Clause 20.1 (Financial statements) or Clause 17.5 (Additional Security) for the quarters ending 30 June and 31 December, a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 21 (Financial Covenants) as at the date as at which those financial statements were drawn up and attaching supporting schedules.

20.2.2 The Compliance Certificate shall be signed by:

(a) A director of Borrower B which is a member of the top management of the Group; or

(b) the Chief Financial Officer or the Head of Treasury of Borrower A pursuant to a power of attorney from a director of Borrower B which is a member of the top management of the Group.

20.2.3 Borrower B shall within 10 Business Days after the end of each financial quarter provide the Agent with two independent valuations of the fair market value of the Fleet Vessels as of the relevant quarter from the Approved Shipbrokers addressed to Borrower B and determined in the same manner as the Market Value of the Vessels.

20.3 Requirements as to financial statements

Each set of financial statements delivered by a Borrower or a Guarantor under Clause 20.1 (Financial statements):

20.3.1 shall be certified by the relevant company as giving a true and fair view of (in the case of annual financial statements), or fairly representing (in

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other cases), its financial condition as at the date as at which those financial statements were drawn up; and

20.3.2 shall be prepared using GAAP, accounting practices and financial reference periods unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Agent:

(a) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the earlier financial statements were prepared; and

(b) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Agent to determine whether Clause 21 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the earlier financial statements.

If Borrower B updates or changes the financial statements or the Annual Budgets in any material respect, it shall deliver to the Agent such updated or changed financial statements or Annual Budgets and a written explanation of the main changes in those financial statements or Annual Budgets, together with the next Compliance Certificate delivered pursuant to Clause 20.2.

20.4 Information: miscellaneous   Each Borrower and each Guarantor shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

20.4.1 At the same time as they are dispatched (and only if the Agent so requests), copies of all documents dispatched by a Borrower or any other Security Party to its creditors generally (or any class of them);

20.4.2 promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Security Party and which, if adversely determined, are reasonably likely to have a Material Adverse Effect;

20.4.3 promptly, such information as the Security Agent may reasonably require about the Charged Property and compliance of the Security Parties with the terms of any Security Documents including without limitation cash flow analyses and details of the operating costs of any Vessel; and

20.4.4 promptly on request, such further information regarding the financial condition, assets and operations of any Security Party (including any requested amplification or explanation of any item in the financial statements, budgets or other material provided by any Security Party under this Agreement) as any Finance Party through the Agent may reasonably request.

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20.5 Notification of default

20.5.1 Each Borrower and each Guarantor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

20.5.2 Promptly upon a request by the Agent, each Borrower shall supply to the Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

20.6 "Know your customer" checks

20.6.1 If:

(a) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(b) any change in the status of a Security Party or the Sponsor after the date of this Agreement; or

(c) a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of Clause 20.6.1(c), any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Borrower shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in Clause 20.6.1(c), on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in Clause 20.6.1(c), any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

20.6.2 Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

21 FINANCIAL COVENANTS

21.1 Borrower B shall maintain (on a consolidated basis):

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21.1.1 Free Liquidity and, for so long as the availability period under the RCF Facility Agreement ends at least six months after any calculation date, the aggregate amount of undrawn commitments under the RCF Facility Agreement which are available for utilisation at such date, of the greater of seventy five million dollars (US$75,000,000) and 5% of Group Debt at all times provided that at all times, the Free Liquidity shall be at least the greater of forty million Dollars (US$40,000,000) and 5% of the Group Debt; and

21.1.2 an Equity Ratio of at least 25%.

21.2 If the Borrowers or any other member of the Group enter into a loan agreement or any other financial arrangement having similar effect or a guarantee, or amends, modifies or supplements an existing loan agreement, any other financial arrangement or gurarantee, which includes Financial Covenants in respect of the Borrowers that are more beneficial to that lender or credit provider than the Financial Covenants of the Borrowers set out herein (the "New Financial Covenants") then the Borrowers shall promptly deliver a notice in writing to the Agent (a "Most Favoured Notice") which shall include a reasonably detailed description of the more favourable New Financial Covenants (together with a copy of the relevant New Financial Covenant).

Following the delivery of a Most Favoured Notice, the Agreement shall if requested by the Agent be amended to include the New Financial Coveants within 15 Business Days after the Agent's request in a form acceptable to the Agent.

In this Clause 21.2:

"Financial Covenants" means any financial covenant including but not limited to minimum liquidity requirements and/or requirements as to the ratio of equity to total assets and/or limitations on dividends, in each case related to Borrower B and its Subsidiaries, save for limitations on dividends which shall only relate to Borrower B.

22 GENERAL UNDERTAKINGS

The undertakings in this Clause 22 remain in force for the duration of the Facility Period.

22.1 The Owners undertakes to comply with all undertakings contained in Schedule 11 (Vessel and Insurance Undertakings) of this Agreement.

In the event of any discrepancies between the ship covenants and the insurance covenants in the Mortgages and the undertakings set out in Schedule 11 (Vessel and Insurance Undertakings) hereto, the undertakings in Schedule 11 (Vessel and Insurance Undertakings) hereto shall take precedent.

22.2 Authorisations   Each Borrower shall promptly:

22.2.1 obtain, comply with and do all that is necessary to maintain in full force and effect; and

22.2.2 supply certified copies to the Agent of,

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

(a) enable any Security Party to perform its obligations under the Finance Documents to which it is a party;

(b) ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document; and

(c) enable any Security Party to carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

22.3 Compliance with laws

22.3.1 Each Borrower and each Guarantor shall comply in all respects with all laws to which it may be subject, if (except as regards Sanctions Laws, to which Clause 22.3.2 applies, and anti-corruption laws, to which Clause 22.6 applies) failure so to comply has or is reasonably likely to have a Material Adverse Effect.

22.3.2 Each Borrower and each Guarantor shall comply (and shall procure that each other Security Party, shall comply) in all respects with all Sanctions Laws.

22.4 Environmental compliance

Each Borrower and each Guarantor shall:

22.4.1 comply with all Environmental Laws;

22.4.2 obtain, maintain and ensure compliance with all requisite Environmental Approvals; and

22.4.3 implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

22.5 Environmental Claims

Each Borrower and each Guarantor shall promptly upon becoming aware of the same, inform the Agent in writing of:

22.5.1 any Environmental Claim against any of the Security Parties which is current, pending or threatened; and

22.5.2 any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any of the Security Parties.

where the claim, if determined against that Security Party has or is reasonably likely to have a Material Adverse Effect.

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22.6 Anti-corruption law

22.6.1 Each Borrower and each Guarantor shall not (and shall procure that no other Security Party will) directly or indirectly use the proceeds of the Loan for any purpose which would breach the English Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

22.6.2 Each Borrower and each Guarantor shall (and shall procure that each other Security Party shall):

(a) conduct its businesses in compliance with applicable anti-corruption laws; and

(b) maintain policies and procedures designed to promote and achieve compliance with such laws.

22.6.3 Sanctions

(a) Each Borrower and each Guarantor shall ensure that none of them, nor any of their respective directors, officers or employees is or will become a Restricted Party.

(b) Each Borrower and each Guarantor shall, and shall procure that each other member of the Group and each Relevant Affiliate of any of them shall, not use any revenue or benefit derived from any activity or dealing with a Restricted Party in discharging any obligation due or owing to the Finance Parties, to the extent such discharge with such revenue or benefit would be prohibited by Sanctions Laws or would otherwise cause any Finance Party to be in breach of Sanctions Laws.

(c) Each Borrower and each Guarantor shall procure that no proceeds from any activity or dealing with a Restricted Party are credited to any bank account held with any Finance Party in its name or in the name of any other member of the Group or any Relevant Affiliate of any of them, to the extent such provision of proceeds would be prohibited by Sanctions Laws or would otherwise cause any Finance Party to be in breach of Sanctions Laws.

(d) Each Borrower and each Guarantor shall, and shall procure that each other member of the  Group shall, to the extent permitted by law promptly upon becoming aware of them supply to the Agent details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions Laws by any Sanctions Authority.

(e) No Borrower or Guarantor shall permit or authorise and each Borrower and each Guarantor shall prevent any Vessel being used directly or indirectly:

(i) by or for the benefit of any Restricted Party in violation of Sanctions Laws or in any manner which would otherwise

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cause any Finance Party to be in breach of Sanctions Laws; and/or

(ii) in any trade which is reasonably likely to expose the Vessel, any Finance Party, any manager, crew or insurers to enforcement proceedings or any other consequences whatsoever arising from Sanctions Laws.

22.7 Taxation

22.7.1 Each Borrower and each Guarantor shall (and shall procure that each other Security Party shall) generally pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(a) such payment is being contested in good faith;

(b) adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Agent under Clause 20.1 (Financial statements); and

(c) such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

22.7.2 Neither any Borrower nor any Guarantor may change its residence for Tax purposes without the consent of the Security Agent (such consent not to be unreasonably withheld).

22.8 Evidence of good standing   Each Borrower will from time to time if requested by the Agent provide the Agent with evidence in form and substance satisfactory to the Agent that the Security Parties and all corporate shareholders of any of the Security Parties remain in good standing.

22.9 Pari passu ranking   Each Borrower and each Guarantor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

22.10 Negative pledge

The Borrowers and the Guarantors shall not (and shall procure that no other Security Party will) create nor permit to subsist any Encumbrance or other third party rights over the Vessels, or other Charged Property during the Facility Period, save for Permitted Encumbrances.

22.11 Disposals

22.11.1 Except as permitted under Clause 22.11.2, no Owner shall enter into a

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single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

22.11.2 Clause 22.11.1 does not apply to any sale, lease, transfer or other disposal which is a Permitted Disposal or a Permitted Transaction.  Clause 22.11.1 shall not apply to any sale or other disposal of a Vessel for market value in circumstances where the relevant repayment (as provided in Clause 7.6) shall be made on completion of such sale.

22.12 Arm's length basis

22.12.1 Any transactions or agreements entered into between (i) any Borrower or any Guarantor and (ii) any Guarantor or the Sponsor or the Managers or any of their respective Affiliates shall be on arm's length terms and for fair market value and shall be subject to full disclosure to the Agent.

22.12.2 The following transactions shall not be a breach of this Clause 22.12:

(a) fees, costs and expenses payable under the Relevant Documents in the amounts set out in the Relevant Documents delivered to the Agent under Clause 4.1 (Initial conditions precedent) or agreed by the Agent; and

(b) any Permitted Transaction.

22.13 Merger   Neither any Borrower nor any Guarantor shall enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction without the prior written consent of the Agent.

22.14 Change of business   Neither any Borrower nor any Guarantor shall make any change to the general nature of its business from that carried on at the date of this Agreement it being agreed that Borrower A may discontinue its dry bulk business and Borrower B may dispose of all of its vessels and continue business as a holding company without breaching this covenant.

22.15 No other business   No Owner shall engage in any business other than the ownership, operation, chartering and management of the relevant Vessel.

22.16 No acquisitions   No Owner shall acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or incorporate a company, without the prior consent of the Agent.

22.17 No Joint Ventures   No Owner shall:

22.17.1 enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any Joint Venture; or

22.17.2 transfer any assets or lend to or guarantee or give an indemnity for or give security for the obligations of a Joint Venture or maintain the solvency of or provide working capital to any Joint Venture (or agree to do any of the foregoing).

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22.18 No borrowings   No Owner shall incur or allow to remain outstanding any Financial Indebtedness (except for the Loan) other than the Inter-company Indebtedness which is subject to the Inter-company Indebtedness Assignment.

22.19 No substantial liabilities   Except in the ordinary course of business, no Owner shall incur any liability to any third party which is in the Agent's opinion (acting reasonably) of a substantial nature other than the Inter-company Indebtedness which is subject to the Inter-company Indebtedness Assignment.

22.20 No loans or credit   No Owner shall be a creditor in respect of any Financial Indebtedness unless it is a loan made in the ordinary course of business in connection with the chartering, operation or repair of the relevant Vessel or a Permitted Transaction.

22.21 No guarantees or indemnities   No Owner shall incur or allow to remain outstanding any guarantee in respect of any obligation of any person unless it is a Permitted Transaction.

22.22 Dividend Payment

22.22.1 Except as permitted under Clause 22.22.2 below, Borrower B shall not:

(a) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or kind) on or in respect of its share capital (or any class of its share capital);

(b) repay or distribute any dividend or share premium reserve;

(c) pay or allow the payment by any other member of the Group of any management, advisory or other fee to or to the order of any of the shareholders of Borrower B;

(d) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so; or

(e) make any payment or repayment or allow any other member of the Group to make a payment or repayment under any Financial Indebtedness owed to a shareholder of Borrower B or a member of the Group which is not a Borrower or a Guarantor;

each of the above being referred to herein as a "Distribution".

22.22.2 Clause 22.22.1 above does not apply to any direct or indirect Distributions by Borrower B after the expiry of each half of each of its financial years, of up to 75% of its Net Income (as defined below) for that half year period; provided that:

(a) any such Distributions are declared and made when no Default is continuing or would occur immediately after the declaration or making of such payments; and

(b) after giving effect to any such payments, Borrower B is not in breach of any of the provisions of Clause 21 (Financial Covenants).

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For this purpose, "Net Income" shall mean the net income determined based on Borrower B's financial statements as at 30 June or its annual audited financial statements, as the case may be. Any amount available for distribution based on Net Income for a financial year and that is not distributed shall not be carried forward.

22.22.3 This Clause 22.22 shall cease to apply at any time:

(a) at which the Group LTV is equal to or less than fifty per cent. (50%) and would continue to be equal to or less than fifty per cent. (50%) following the Distribution; or

(b) the Borrower is listed on the New York Stock Exchange or Nasdaq New York.

22.22.4 For this purpose "Group LTV" means the ratio of (y) the sum of the Group's Financial Indebtedness less cash and Cash Equivalents to (z) the aggregate Market Value of the Fleet Vessels determined in the same manner as Market Value in respect of the Vessels as evidenced by the valuations to be provided by Borrower B to the Agent pursuant to Clause 20.2.1.

22.23 Inspection of records Each Borrower and each Guarantor will permit the inspection of its financial records and accounts from time to time by the Agent or its nominee.

22.24 Further assurance

22.24.1 Each Borrower and each Guarantor shall (and shall procure that each other Security Party shall) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):

(a) to perfect any Encumbrance created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Encumbrance over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law;

(b) to confer on the Security Agent or confer on the Finance Parties an Encumbrance over any property and assets of that Security Party located in any jurisdiction equivalent or similar to the Encumbrance intended to be conferred by or pursuant to the Security Documents; and/or

(c) to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security Documents.

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22.24.2 Each Borrower and each Guarantor shall (and shall procure that each other Security Party shall) take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Encumbrance conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to the Finance Documents.

22.25 Change of Manager

22.25.1 The Borrowers shall procure that:

(a) if a Management Agreement is terminated, cancelled or otherwise ceases to remain in full force and effect at any time prior to its contractual expiry date, such Management Agreement is replaced by a similar agreement in form and substance satisfactory to the Majority Lenders (acting reasonably); and

(b) any new Manager provides the Agent with a Manager's Undertaking immediately upon of its appointment on terms acceptable to the Agent (acting reasonably); and

(c) if a Bareboat Charter is terminated, cancelled or otherwise ceases to remain in full force and effect, Borrower A (acting as Manager) and the relevant Owner shall, unless otherwise agreed by the Agent, execute a management agreement in respect of the commercial and technical management of the relevant Vessel.

22.25.2 Each Borrower and each relevant Owner shall procure that each vessel owned by the Group shall be managed commercially by Borrower A or another company approved by the Agent (acting reasonably).

22.26 Building Contracts  The Owners undertake not to agree or to permit any changes to the Building Contracts which are likely have an adverse effect on the Market Value of the New Vessels or otherwise materially alter the Vessels, including any change in class notation.

22.27 Change of flag or classification society

22.27.1 The Owners shall maintain the registration of their respective Vessels under an Approved Flag for the duration of the Facility Period. Re-flagging of a Vessel under an Approved Flag is permitted, subject always to (i) the provisions of Clauses 4.5 (Conditions Precedent to Re-flagging under an Approved Flag) and (ii) provision of prior written notice to the Agent by the relevant Owner (setting out in full the relevant details in respect of the proposed re-flagging) at least 15 Business Days before the proposed re-flagging, provided always that the Agent (acting in its reasonable discretion) may at any time withdraw its approval in respect of an Approved Flag.

22.27.2 The Owners shall maintain their respective Vessels under an Approved Classification Society for the duration of the Facility Period provided always that the Agent (acting in its reasonable discretion) may at any

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time withdraw its approval in respect of an Approved Classification Society.

22.28 No change of control in respect of the Guarantors

22.28.1 Borrower B shall retain throughout the Facility Period the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(a) cast, or control the casting of 100% of the votes that might be cast at a general meeting of Guarantor B and of each Owner;

(b) appoint or remove all of the directors or other equivalent officers of Guarantor B and of each Owner; and

(c) give directions with respect to the management policies of Guarantor B and of each Owner; and

22.28.2 Borrower B shall retain throughout the Facility Period the legal and beneficial ownership (directly or indirectly) of 100% of the issued share capital of Guarantor B and of each Owner.

22.29 Chartering

22.29.1 Neither the Borrowers nor any Owner nor the Bareboat Charterer shall enter into any Charter for a Vessel (except for a Bareboat Charter) which is a bareboat or demise charter or passes possession and operational control of such Vessel to another person.

22.29.2 All Charters of the Vessels shall be on terms as to payment or amount of hire which are not materially less beneficial to the Borrowers or any Owner than the terms which at that time could reasonably be expected to be obtained on the open market for vessels of the same age and type as such Vessel under charter commitments of a similar type and period.

22.29.3 The Borrowers shall promptly notify the Agent of any Charter made for a period which is longer than thirteen (13) months (including any optional or automatic extension periods) and shall deliver to the Agent, upon the Agent's reasonable request, a summary of all Charters to which the Vessels are subject, including the identity of the charterers.

22.29.4 The Borrowers and/or the relevant Owner shall give notice of the assignments contained in the Assignments for each Vessel to the charterer under any Charter for such Vessel longer than thirteen (13) months (including any optional or automatic extension periods) immediately upon entry into the  Assignment (or, if later, the date of entry into such Charter) and shall ensure that the Agent receives a copy of that notice, provided  that, prior to the occurrence and continuance of an Event of Default, no notice shall be required to be given if that Borrower demonstrates sound commercial reasons to refrain from giving such notice.

22.29.5 The Bareboat Charterer shall not do anything which would or might prevent the Borrowers complying with this Clause 22 or the operation

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and insurance provisions contained in any Mortgage or collateral deed of covenants, or fail to do anything required by the Bareboat Charter where failure to do so would or might have such an effect.

22.29.6 No Owner shall charter-in any vessels.

22.30 Assignment and Subordination   Any Inter-company Indebtedness shall be unsecured and shall be (i) assigned to the Security Agent pursuant to an Inter-company Indebtedness Assignment and (ii) subordinated to the Loan on terms acceptable to the Agent.

22.31 [DELIBERATELY NOT USED]

22.32 Delivery of Vessels   The Owners undertake to use all reasonable endeavours to take delivery of all Vessels within the Availability Period.

22.33 [DELIBERATELY NOT USED]

22.34 Subordination

22.34.1 Borrower A (in its capacity as Bareboat Charterer) acknowledges that each of the Security Agent's rights and powers arising out of or pursuant to the relevant Mortgage shall in all respects and at all times have precedence and priority over the rights and powers of the Bareboat Charterer arising out of or pursuant to the Bareboat Charter.

22.34.2 Borrower A (in its capacity as Bareboat Charterer) undertakes for the duration of the Bareboat Charter not to create, or permit to subsist, any Encumbrance (other than pursuant to the Security Documents) over all or any part of the relevant Vessel other than a Permitted Encumbrance.

22.34.3 Borrower A (in its capacity as Bareboat Charterer) undertakes for the duration of the Bareboat Charter to perform all of the relevant Owner's obligations contained in Schedule 11 (Vessel and Insurance Undertakings) of this Agreement jointly and severally with the Owner.

22.34.4 Borrower A (in its capacity as Bareboat Charterer) agrees that, should an Event of Default occur and the Security Agent wish to take and enter into possession of the relevant Vessel pursuant to its rights under the relevant Mortgage, the Bareboat Charterer will immediately on the demand of the Security Agent surrender possession of the relevant Vessel to or to the order of the Security Agent free of the Bareboat Charter.

22.34.5 Borrower A (in its capacity as Bareboat Charterer) agrees that, should an Event of Default occur and be continuing unremedied and unwaived and the Security Agent wishes to sell the relevant Vessel pursuant to its rights under the relevant Mortgage, such sale may be made free of the Bareboat Charter and any claim for loss of the same shall be made against the relevant Owner or the balance (if any) of the proceeds of sale in the hands of the Security Agent after payment of the Indebtedness unless the Security Agent is obliged by law to apply such balance in favour of parties other than the Bareboat Charterer.

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22.34.6 Borrower A (in its capacity as Bareboat Charterer) agrees that, should an Event of Default occur and the Security Agent wishes to take and enter into possession of the relevant Vessel and/or to sell the relevant Vessel pursuant to its rights under the relevant Mortgage, the Bareboat Charter will immediately on the demand of the Security Agent be terminated.

23 EVENTS OF DEFAULT

23.1 Events of Default   Each of the events or circumstances set out in this Clause 23.1 is an Event of Default.

23.1.1 Non-payment   A Security Party does not pay on the due date any amount payable by it under a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

(b) payment is made within three Business Days of its due date.

23.1.2 Other specific obligations

(a) Any requirement of Clause 21 (Financial Covenants) is not satisfied.

(b) A Security Party does not comply with any obligation in a Finance Document relating to the Insurances or with Clause 17.5 (Additional security).

(c) The Borrowers do not comply with Clauses 7.6.1 or 7.6.2 (Mandatory prepayment on sale or Total Loss)

23.1.3 Other obligations

(a) A Security Party does not comply with any provision of a Finance Document (other than those referred to in Clause 23.1.1 (Non-payment) and Clause 23.1.2 (Other specific obligations).

(b) No Event of Default under this Clause 23.1.3 will occur if the failure to comply is capable of remedy and is remedied within ten Business Days of the earlier of (i) the Agent giving notice to the Borrowers and (ii) the Borrowers becoming aware of the failure to comply.

23.1.4 Misrepresentation   Any representation or statement made or deemed to be repeated by a Security Party in any Finance Document or any other document delivered by or on behalf of a Security Party under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.

23.1.5 Cross default

(a) Any Financial Indebtedness of a Security Party:

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(i) is not paid when due nor within any originally applicable grace period; or

(ii) is declared to be, or otherwise becomes, due and payable prior to its specified maturity as a result of an event of default (however described).

(b) Any commitment for any Financial Indebtedness of any Security Party is cancelled or suspended by a creditor of that Security Party as a result of an event of default (however described).

No Event of Default will occur under this Clause 23.1.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within (c)(f) to (c) is less than $10,000,000 (or its equivalent in any other currency or currencies).

23.1.6 Insolvency

An Insolvency Event occurs in respect of any Security Party.

23.1.7 Creditors' process   Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of a Security Party having an aggregate value of USD 10,000,000.

23.1.8 Unlawfulness and invalidity

(a) It is or becomes unlawful for a Security Party to perform any of its obligations under the Finance Documents or any Encumbrance created or expressed to be created or evidenced by the Security Documents ceases to be effective.

(b) Any obligation or obligations of any Security Party under any Finance Documents are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

(c) Any Finance Document ceases to be in full force and effect or any Encumbrance created or expressed to be created or evidenced by the Security Documents ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.

23.1.9 Cessation of business   A Security Party other than Borrower B, which may dispose of all of its vessels and continue business as a holding company, ceases, or threatens to cease, to carry on all or a substantial part of its business.

23.1.10 Change in ownership or control of a Guarantor  There is any breach of Clause 22.28.2.

23.1.11 Expropriation   The authority or ability of a Security Party to conduct its business is limited or wholly or substantially curtailed by any seizure,

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expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to a Security Party or any of its assets.

23.1.12 Repudiation and rescission of agreements

(a) A Security Party rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or evidences an intention to rescind or repudiate a Finance Document.

(b) Any of the Management Agreements is terminated, cancelled or otherwise ceases to remain in full force and effect at any time prior to its contractual expiry date and is not promptly replaced by a similar agreement in form and substance satisfactory to the Majority Lenders (acting reasonably).

23.1.13 Conditions subsequent   Any of the conditions referred to in Clause 4.3 (Conditions subsequent) is not satisfied within the time reasonably required by the Agent.

23.1.14 Revocation or modification of Authorisation   Any Authorisation of any governmental, judicial or other public body or authority which is now, or which at any time during the Facility Period becomes, necessary to enable any of the Security Parties or any other person (except a Finance Party) to comply with any of their obligations under any Relevant Document is not obtained, is revoked, suspended, withdrawn or withheld, or is modified in a manner which the Agent considers is, or may be, materially prejudicial to the interests of any Finance Party, or ceases to remain in full force and effect.

23.1.15 Reduction of capital  A Guarantor reduces its authorised or issued or subscribed capital.

23.1.16 Challenge to registration   The registration of a Vessel or a Mortgage is contested or becomes void or voidable or liable to cancellation or termination, or the validity or priority of a Mortgage is contested.

23.1.17 War   The country of registration of a Vessel becomes involved in war (whether or not declared) or civil war or is occupied by any other power and the Agent in its discretion (acting reasonably) considers that, as a result, the security conferred by any of the Security Documents is materially prejudiced.

23.1.18 Notice of determination   A Guarantor gives notice to the Security Agent to determine any obligations under the relevant Guarantee.

23.1.19 Litigation   Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened in relation to the Relevant Documents (other than the Charters or the Management Agreements) or the transactions contemplated in the Relevant Documents or against a Security Party or

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its assets which have or are reasonably likely to have a Material Adverse Effect.

23.1.20 Material Adverse Change Any event of circumstance set out in Clause 23.1.21 (Sanctions) occurs in relation to any member of the Group or an Affiliate of any of them or any member of the Group or an Affiliate of any of them acts in a way contrary to the obligations set out in Clauses 22.3 (Environmental Compliance), 22.5 (Anti-corruption law) and 22.6.1 (Taxation) and the Majority Lenders reasonably believe that such event or actions have or are reasonably likely to have a Material Adverse Effect.

23.2 Acceleration   On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders:

23.2.1 by notice to the Borrowers cancel the Total Commitments, at which time they shall immediately be cancelled;

23.2.2 by notice to the Borrowers declare that the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents are immediately due and payable, at which time they shall become immediately due and payable;

23.2.3 by notice to the Borrowers declare that the Loan is payable on demand, at which time it shall immediately become payable on demand made by the Agent on the instructions of the Majority Lenders; and/or

23.2.4 exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

23.2.5 by notice to the Borrowers amend or select such Interest Periods for the Loan and/or convert the Indebtedness into such other currency as the Agent may determine; and/or

23.2.6 take any other action, exercise any other right or pursue any other remedy conferred upon the Agent by this Agreement and/or by all or any of the Security Documents or by any applicable Regulation or otherwise as a consequence of such Event of Default; and/or

23.2.7 enforce any and all statutory rights under any applicable law, including the Danish Administration of Justice Act; and/or

23.2.8 recover from the Security Parties on demand all expenses incurred or paid by the Agent or the Security Agent  in connection with the exercise of the powers referred to in this Clause 23.2.

23.3 Security Agent's Powers

23.3.1 If an Event of Default shall occur, and the Agent shall demand payment of all or any part of the Indebtedness, the security constituted by each Mortgage and this Agreement shall become immediately enforceable and the Security Agent shall be entitled to exercise all or any of the rights, powers, discretions and remedies vested in the Security Agent by this Clause without any requirement for any court order or declaration that an

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Event of Default has occurred.  The Security Agent's right to exercise those rights, powers, discretions and remedies shall be in addition to and without prejudice to all other rights, powers, discretions and remedies to which it may be entitled, whether by statute or otherwise.  The Security Agent shall be entitled to exercise its rights, powers, discretions and remedies despite any rule of law or equity to the contrary, and whether or not any previous default shall have been waived, and in particular without the limitations contained in Section 103 of the English Law of Property Act 1925 or any statutory provision which the Security Agent considers analogous to that section under the law of any other relevant jurisdiction.

23.3.2 In the circumstances described in Clause 23.3.1, the Security Agent shall be entitled (but not obliged) to in respect of each Vessel:

(a) take possession of the Vessel wherever she may be; and/or

(b) discharge the master and crew of the Vessel and employ a new master and crew; and/or

(c) navigate the Vessel to such places as the Security Agent may decide or detain or lay up the Vessel; and/or

(d) in the name of the Security Agent or the name of the relevant Owner, demand, sue for, receive and give a good receipt for all sums due to the relevant Owner in connection with the Vessel and, in the name of the Security Agent or the name of the relevant Owner or the name of the Vessel, commence such legal proceedings as it may consider appropriate, or conduct the defence of any legal proceedings commenced against the Vessel or the relevant Owner in its capacity as owner of the Vessel; and/or

(e) sell or dispose of all or any shares in the Vessel either by private treaty or auction, on such terms as the Security Agent shall think fit (including deferred payment terms and with or without the benefit of any charterparty or other contract of employment), with the power to make a loan on such terms as the Security Agent may decide to any prospective purchaser to assist in the purchase of the Vessel, and the power to postpone any sale, without being liable for any loss caused by any such sale or the postponement of any such sale; and/or

(f) replace, maintain or repair any part of the Vessel or alter her to suit the Security Agent's requirements and put her through all appropriate surveys; and/or

(g) employ agents, servants and others (including, without limitation, any commercial and/or technical manager in respect of the relevant Vessel) on such terms as the Security Agent may in its discretion determine; and/or

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(h) charter or load the Vessel on such terms and for the carriage of such cargoes as the Security Agent may in its discretion determine.

23.3.3 For the avoidance of doubt, if the Security Agent takes any action or enters into or completes any transaction pursuant to Clause 23.3.2 after an Event of Default has been remedied, that action or transaction shall not be affected by the remedying of the Event of Default.

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Section 9          Changes to Parties

24 CHANGES TO THE LENDERS

24.1 Assignments and transfers by the Lenders   Subject to this Clause 24, a Lender (the "Existing Lender") may:

24.1.1 assign any of its rights; or

24.1.2 transfer by novation any of its rights and obligations; or

24.1.3 sub-participate any of its rights and obligations,

under any Finance Document to another bank or financial institution or other entity which is regularly engaged in or established for the purpose of making, purchasing, or investing in loans, securities or other financial assets (other than any hedge fund, opportunity fund or private equity investor) (the "New Lender").

24.2 Conditions of assignment or transfer

24.2.1 An Existing Lender must consult with the Borrowers for no more than 15 Business Days before it may make an assignment or transfer or sub-participation in accordance with Clause 24.1 (Assignments and transfers by the Lenders) unless the assignment or transfer is:

(a) to another Lender or an Affiliate of a Lender (falling within the definition of a "New Lender"); or

(b) made at a time when an Event of Default is continuing.

24.2.2 The consent of the Borrowers to an assignment or transfer or sub-participation must not be unreasonably withheld or delayed.  The Borrowers will be deemed to have given their consent 15 Business Days after the Lender has requested it unless consent is expressly refused by the Borrowers within that time.

24.2.3 An assignment will only be effective on:

(a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and

(b) performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and

(c) it is for a minimum amount of ten million dollars (US$ 10,000,000).

24.2.4 A transfer will only be effective if the procedure set out in Clause 24.4 (Procedure for transfer) is complied with.

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24.2.5 If:

(a) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(b) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.  This Clause 24.2.5 shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loan.

24.2.6 Each New Lender confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

24.3 Limitation of responsibility of Existing Lenders

24.3.1 Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(a) the legality, validity, effectiveness, adequacy or enforceability of the Relevant Documents or any other documents;

(b) the financial condition of any Security Party;

(c) the performance and observance by any Security Party of its obligations under the Relevant Documents or any other documents; or

(d) the accuracy of any statements (whether written or oral) made in or in connection with any of the Relevant Documents or any other document,

and any representations or warranties implied by law are excluded.

24.3.2 Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(a) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Security Party and its related entities in connection with its

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participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any of the Relevant Documents; and

(b) will continue to make its own independent appraisal of the creditworthiness of each Security Party and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

24.3.3 Nothing in any Finance Document obliges an Existing Lender to:

(a) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 24; or

(b) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Security Party of its obligations under the Relevant Documents or otherwise.

24.4 Procedure for transfer

24.4.1 Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with Clause 24.4.3 when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender.  The Agent shall, subject to Clause 24.2.3(b), as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

24.4.2 The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

24.4.3 On the Transfer Date:

(a) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each Borrower and each Guarantor and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the "Discharged Rights and Obligations");

(b) each Borrower and each Guarantor and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower and the Guarantors and

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the New Lender have assumed and/or acquired the same in place of that Borrower and the Guarantors and the Existing Lender;

(c) the Agent, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Security Agent, and the Existing Lender shall each be released from further obligations to each other under this Agreement; and

(d) the New Lender shall become a Party as a "Lender".

24.5 Procedure for assignment

24.5.1 Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with Clause 24.5.3 when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender.  The Agent shall, subject to Clause 24.5.2, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

24.5.2 The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

24.5.3 On the Transfer Date:

(a) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of any Encumbrance created or expressed to be created or evidenced by the Security Documents and expressed to be the subject of the assignment in the Assignment Agreement;

(b) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of any Encumbrance created or expressed to be created or evidenced by the Security Documents); and

(c) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.

24.5.4 Lenders may utilise procedures other than those set out in this Clause 24.5 to assign their rights under the Finance Documents (but not,

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without the consent of the relevant Security Party or unless in accordance with Clause 24.4 (Procedure for transfer), to obtain a release by that Security Party from the obligations owed to that Security Party by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 24.2 (Conditions of assignment or transfer).

24.6 Copy of Transfer Certificate or Assignment Agreement to Borrowers   The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrowers a copy of that Transfer Certificate or Assignment Agreement.

24.7 Security over Lenders' rights   In addition to the other rights provided to Lenders under this Clause 24, each Lender may without consulting with or obtaining consent from any Security Party, at any time charge, assign or otherwise create Encumbrances in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

24.7.1 any charge, assignment or other Encumbrance to secure obligations to a federal reserve or central bank; and

24.7.2 in the case of any Lender which is a fund, any charge, assignment or other Encumbrance granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Encumbrance shall:

(a) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Encumbrance for the Lender as a party to any of the Finance Documents; or

(b) require any payments to be made by a Security Party other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

24.8 Fee   The New Lender shall, on the date on which the transfer, assignment or sub-participation becomes effective, pay to the Agent (for its own account) a fee of five thousand Dollars (US$ 5,000).

24.9 Restriction on Debt Purchase Transaction   No Security Party shall, and the Borrowers shall procure that no member of the Group shall, enter into any Debt Purchase Transaction or beneficially own all or any part of the share capital of a company that is a Lender or a party to a Debt Purchase Transaction of the type referred to in paragraphs (b) and (c) of the definition of Debt Purchase Transaction.

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25 CHANGES TO THE SECURITY PARTIES

25.1 No assignment or transfer by Security Parties   No Security Party may assign any of its rights or transfer any of its rights or obligations under the Finance Documents, without the prior written consent of the Agent.

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Section 10          The Finance Parties

26 ROLE OF THE AGENT AND THE SECURITY AGENT

26.1 Appointment of the Agent

26.1.1 Each of the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents and each of the Lenders and the Agent appoints the Security Agent to act as its security agent under and in respect of the Security Documents.

26.1.2 Each of the Lenders authorises the Agent and each of the Lenders and the Agent authorises the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent or the Security Agent (as the case may be) under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

26.1.3 Except in Clause 26.13 (Replacement of the Agent) or where the context otherwise requires, references in this Clause 26 to the "Agent" shall mean the Agent and the Security Agent individually and collectively.

26.1.4 The Reserve Account Pledge, the Inter-company Indebtedness Assignment and any other Danish law Security Documents shall be granted by the relevant parties to the Security Agent as security agent (in Danish: fuldmaegtig) for the Finance Parties in accordance with Sections 4f and 4g of the Danish Securities Trading Act. Each of the Finance Parties appoints the Security Agent as security agent (in Danish: fuldmaegtig) to receive and hold the Reserve Account Pledge, the Inter-company Indebtedness Assignment and any other Danish law Security Documents on behalf of and for the benefit of the Finance Parties and the Security Agent agrees to receive and hold the Reserve Account Pledge, the Inter-company Indebtedness Assignment and the other Danish law Security Documents accordingly.

26.2 Instructions

26.2.1 The Agent shall:

(a) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

(i) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(ii) in all other cases, the Majority Lenders; and

(b) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with Clause 26.2.1(a).

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26.2.2 The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives those instructions or that clarification.

26.2.3 Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Security Agent.

26.2.4 The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

26.2.5 In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

26.2.6 The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document.  This Clause 26.2.6 shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Finance Documents or the enforcement of the Finance Documents.

26.3 Duties of the Agent

26.3.1 The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

26.3.2 Subject to Clause 26.3.3, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

26.3.3 Without prejudice to Clause 24.6 (Copy of Transfer Certificate or Assignment Agreement to Borrower), Clause 26.3.1 shall not apply to any Transfer Certificate or any Assignment Agreement.

26.3.4 Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

26.3.5 If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.

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26.3.6 If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Security Agent) under this Agreement it shall promptly notify the other Finance Parties.

26.3.7 The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

26.4 No fiduciary duties

26.4.1 Subject to Clause 26.11 (Trust) which relates to the Security Agent only, nothing in any Finance Document constitutes the Agent as a trustee or fiduciary of any other person.

26.4.2 The Agent shall not be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

26.5 Business with Security Parties and the Group   The Agent may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Borrower any other Security Party or its Affiliate and any other member of the Group.

26.6 Rights and discretions of the Agent

26.6.1 The Agent may:

(a) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(b) assume that:

(i) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

(ii) unless it has received notice of revocation, that those instructions have not been revoked; and

(iii) rely on a certificate from any person:

(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of (A), may assume the truth and accuracy of that certificate.

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26.6.2 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders or security agent for the Finance Parties (as the case may be)) that:

(a) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 23.1 (Events of Default));

(b) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and

(c) any notice or request made by the Borrowers (other than a Drawdown Request) is made on behalf of and with the consent and knowledge of all the Security Parties.

26.6.3 The Agent may engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts.

26.6.4 Without prejudice to the generality of Clause 26.6.3 or Clause 26.6.5, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.

26.6.5 The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

26.6.6 The Agent may act in relation to the Finance Documents through its officers, employees and agents and the Agent shall not:

(a) be liable for any error of judgment made by any such person; or

(b) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person,

unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct.

26.6.7 Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

26.6.8 Without prejudice to the generality of Clause 26.6.7, the Agent:

(a) may disclose; and

(b) on the written request of the Borrowers or the Majority Lenders shall, as soon as reasonably practicable, disclose,

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the identity of a Defaulting Lender to the Borrowers and to the other Finance Parties.

26.6.9 Notwithstanding any other provision of any Finance Document to the contrary, the Agent is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

26.6.10 The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of Clause 10.2.2 (Market Disruption).

26.6.11 Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

26.7 Responsibility for documentation   The Agent is not responsible or liable for:

26.7.1 the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, a Security Party or any other person given in or in connection with any Relevant Document or the transactions contemplated in the Finance Documents;

26.7.2 the legality, validity, effectiveness, adequacy or enforceability of any Relevant Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Relevant Document; or

26.7.3 any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

26.8 No duty to monitor   The Agent shall not be bound to enquire:

26.8.1 whether or not any Default has occurred;

26.8.2 as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

26.8.3 whether any other event specified in any Finance Document has occurred.

26.9 Exclusion of liability

26.9.1 Without limiting Clause 26.9.2 (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent) the Agent shall not be liable for:

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(a) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or any Encumbrance created or expressed to be created or evidenced by the Security Documents, unless directly caused by its gross negligence or wilful misconduct;

(b) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, any Encumbrance created or expressed to be created or evidenced by the Security Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or any Encumbrance created or expressed to be created or evidenced by the Security Documents;

(c) any shortfall which arises on the enforcement or realisation of the Trust Property; or

(d) without prejudice to the generality of Clauses 26.9.1(a), 26.9.1(b) and 26.9.1(c), any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(i) any act, event or circumstance not reasonably within its control; or

(ii) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs,  losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

26.9.2 No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Relevant Document and any officer, employee or agent of the Agent may rely on this Clause.

26.9.3 The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

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26.9.4 Nothing in this Agreement shall oblige the Agent to carry out:

(a) any "know your customer" or other checks in relation to any person;

(b) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender,

on behalf of any Lender and each Lender confirms to the Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent.

26.9.5 Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any Finance Document or any Encumbrance created or expressed to be created or evidenced by the Security Documents shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss.  In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

26.10 Lenders' indemnity to the Agent

26.10.1 Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent and every Receiver and Delegate, within three Business Days of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of the relevant Agent's, Receiver's or Delegate's gross negligence or wilful misconduct) in acting as Agent, Receiver or Delegate under, or exercising any authority conferred under, under the Finance Documents (unless the relevant Agent, Receiver or Delegate has been reimbursed by a Security Party pursuant to a Finance Document).

26.10.2 Subject to Clause 26.10.3, the Borrowers shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to Clause 26.10.1

26.10.3 Clause 26.10.2 shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to a Security Party.

26.11 Trust   The Security Agent agrees and declares, and each of the other Finance Parties acknowledges, that, subject to the terms and conditions of this Clause 26.11,

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the Security Agent holds the Trust Property on trust for the Finance Parties absolutely.  Each of the other Finance Parties agrees that the obligations, rights and benefits vested in the Security Agent shall be performed and exercised in accordance with this Clause 26.11.  The Security Agent shall have the benefit of all of the provisions of this Agreement benefiting it in its capacity as security agent for the Finance Parties, and all the powers and discretions conferred on trustees by the English Trustee Act 1925 (to the extent not inconsistent with this Agreement).  In addition:

26.11.1 the Security Agent and any Delegate may indemnify itself or himself out of the Trust Property against all liabilities, costs, fees, damages, charges, losses and expenses sustained or incurred by it or him in relation to the taking or holding of any of the Trust Property or in connection with the exercise or purported exercise of the rights, trusts, powers and discretions vested in the Security Agent or any Delegate by or pursuant to the Security Documents or in respect of anything else done or omitted to be done in any way relating to the Security Documents;

26.11.2 the other Finance Parties acknowledge that the Security Agent shall be under no obligation to insure any property nor to require any other person to insure any property and shall not be responsible for any loss which may be suffered by any person as a result of the lack or insufficiency of any insurance;

26.11.3 the Finance Parties agree that the perpetuity period applicable to the trusts declared by this Agreement shall be the period of 125 years from the date of this Agreement;

26.11.4 the Security Agent shall not be liable for any failure, omission, or defect in perfecting the security constituted or created by any Finance Document including, without limitation, any failure to register the same in accordance with the provisions of any of the documents of title of any Security Party to any of the assets thereby charged or effect or procure registration of or otherwise protect the security created by any Security Document under any registration laws in any jurisdiction and may accept without enquiry such title as any Security Party may have to any asset;

26.11.5 the Security Agent shall not be under any obligation to hold any title deed, Finance Document or any other documents in connection with the Finance Documents or any other documents in connection with the property charged by any Finance Document or any other such security in its own possession or to take any steps to protect or preserve the same, and may permit any Security Party to retain all such title deeds, Finance Documents and other documents in its possession; and

26.11.6 save as otherwise provided in the Finance Documents, all moneys which under the trusts therein contained are received by the Security Agent may be invested in the name of or under the control of the Security Agent in any investment for the time being authorised by English law for the investment by trustees of trust money or in any other investments which may be selected by the Security Agent, and the same may be

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 placed on deposit in the name of or under the control of the Security Agent at such bank or institution (including the Security Agent) and upon such terms as the Security Agent may think fit.

The provisions of Part I of the English Trustee Act 2000 shall not apply to the Security Agent or the Trust Property.

26.12 Resignation of the Agent

26.12.1 The Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrowers.

26.12.2 Alternatively the Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrowers, in which case the Majority Lenders (after consultation with the Borrowers) may appoint a successor Agent.

26.12.3 If the Majority Lenders have not appointed a successor Agent in accordance with Clause 26.12.2 within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrowers) may appoint a successor Agent.

26.12.4 If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate (for reasons not related to remuneration) for it to remain as agent and the Agent is entitled to appoint a successor Agent under Clause 26.12.3, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 26 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with a reasonable agency fee (acceptable to the Borrowers (acting reasonably) and those amendments will bind the Parties).

26.12.5 The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

26.12.6 The Agent's resignation notice shall only take effect upon the appointment of a successor and (in the case of the Security Agent) the transfer of all the Trust Property to that successor.

26.12.7 Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under Clause 26.12.5) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent) and this Clause 26 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).  Any successor and each of the other Parties shall have the same rights

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and obligations amongst themselves as they would have had if such successor had been an original Party.

26.12.8 The Agent shall resign in accordance with Clause 26.12.2 (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to Clause 26.12.3) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(a) the Agent fails to respond to a request under Clause 12.7 (FATCA information) and a Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(b) the information supplied by the Agent pursuant to Clause 12.7 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(c) the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) a Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Borrower or that Lender, by notice to the Agent, requires it to resign.

26.13 Replacement of the Agent

26.13.1 After consultation with the Borrowers, the Majority Lenders may, by giving 30 days' notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority lenders) replace the Agent by appointing a successor Agent.

26.13.2 The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its function as Agent under the Finance Documents.

26.13.3 The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent.  As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under Clause 26.13.2 but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent) and this Clause 26 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

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26.13.4 Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

26.14 Confidentiality

26.14.1 In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

26.14.2 If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

26.14.3 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.

26.15 Relationship with the Lenders

26.15.1 The Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(a) entitled to or liable for any payment due under any Finance Document on that day; and

(b) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days' prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

26.15.2 Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or dispatched to that Lender under the Finance Documents.  Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 31.6 (Electronic communication)) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address, department and officer by that Lender for the purposes of Clause 31.2 (Addresses) and Clause 31.6.1(b) (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

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26.16 Credit appraisal by the Lenders   Without affecting the responsibility of any Security Party for information supplied by it or on its behalf in connection with any Relevant Document, each Lender confirms to the Agent 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 any Relevant Document including but not limited to:

26.16.1 the financial condition, status and nature of each Security Party;

26.16.2 the legality, validity, effectiveness, adequacy or enforceability of any Relevant Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Relevant Document;

26.16.3 whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Relevant Document, the transactions contemplated by the Relevant Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of under or in connection with any Relevant Document; and

26.16.4 the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any Encumbrance created or expressed to be created or evidenced by the Security Documents or the existence of any Encumbrance affecting the Charged Property.

26.17 Deduction from amounts payable by the Agent   If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed.  For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

27 CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

27.1 interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

27.2 oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

27.3 oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

28 SHARING AMONG THE FINANCE PARTIES

28.1 Payments to Finance Parties   If a Finance Party (a "Recovering Finance Party") receives or recovers any amount from a Security Party other than in accordance with Clause 29 (Payment Mechanics) (a "Recovered Amount") and applies that amount to a payment due under the Finance Documents then:

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28.1.1 the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent;

28.1.2 the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 29 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

28.1.3 the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 29.6 (Partial payments).

28.2 Redistribution of payments   The Agent shall treat the Sharing Payment as if it had been paid by the relevant Security Party and distribute it between the Finance Parties (other than the Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause 29.6 (Partial payments) towards the obligations of that Security Party to the Sharing Finance Parties.

28.3 Recovering Finance Party's rights   On a distribution by the Agent under Clause 28.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from a Security Party, as between the relevant Security Party and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Security Party.

28.4 Reversal of redistribution   If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

28.4.1 each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and

28.4.2 as between the relevant Security Party and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Security Party.

28.5 Exceptions

28.5.1 This Clause 28 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Security Party.

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28.5.2 A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(a) it notified that other Finance Party of the legal or arbitration proceedings; and

(b) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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Section 11          Administration

29 PAYMENT MECHANICS

29.1 Payments to the Agent   On each date on which a Security Party or a Lender is required to make a payment under a Finance Document that Security Party or that Lender shall make the same available to the Agent for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Agent specifies.

29.2 Distributions by the Agent   Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 29.3 (Distributions to a Security Party) and Clause 29.4 (Clawback and pre-funding) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency.

29.3 Distributions to a Security Party   The Agent may (with the consent of a Security Party or in accordance with Clause 30 (Set-Off)) apply any amount received by it for that Security Party in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Security Party under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

29.4 Clawback and pre-funding

29.4.1 Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

29.4.2 Unless Clause 29.4.3 applies, if the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

29.4.3 If the Agent has notified the Lenders that it is willing to make available amounts for the account of a Borrower before receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to a Borrower:

(a) the Agent shall notify the Borrowers of that Lender's identity and the Borrowers shall on demand refund it to the Agent; and

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(b) the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrowers shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

29.5 Impaired Agent

29.5.1 If, at any time, the Agent becomes an Impaired Agent, a Security Party or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 29.1 (Payments to the Agent) may instead either:

(a) pay that amount direct to the required recipient(s); or

(b) if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay that amount or the relevant part of that amount to an interest-bearing account held with an Acceptable Bank in relation to which no Insolvency Event has occurred and is continuing, in the name of the Security Party or the Lender making the payment (the "Paying Party") and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the "Recipient Party" or "Recipient Parties").

In each case such payments must be made on the due date for payment under the Finance Documents.

29.5.2 All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the Recipient Party or the Recipient Parties pro rata to their respective entitlements.

29.5.3 A Party which has made a payment in accordance with this Clause 29.5 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

29.5.4 Promptly upon the appointment of a successor Agent in accordance with Clause 26.13 (Replacement of the Agent), each Paying Party shall (other than to the extent that that Party has given an instruction pursuant to Clause 29.5.5) give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with Clause 29.2 (Distributions by the Agent).

29.5.5 A Paying Party shall, promptly upon request by a Recipient Party and to the extent:

(a) that it has not given an instruction pursuant to Clause 29.5.4; and

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(b) that it has been provided with the necessary information by that Recipient Party,

give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

29.6 Partial payments

29.6.1 If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by a Security Party under the Finance Documents, the Agent shall apply that payment towards the obligations of that Security Party under the Finance Documents in the following order:

(a) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance Documents;

(b) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

(c) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(d) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

29.6.2 The Agent shall, if so directed by the Majority Lenders, vary the order set out in Clauses 29.6.1(b) to 29.6.1(d).

29.6.3 Clauses 29.6.1 and 29.6.2 will override any appropriation made by a Security Party.

29.7 No set-off by Security Parties   All payments to be made by a Security Party under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

29.8 Business Days   Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

29.9 Currency of account

29.9.1 Subject to Clauses 29.9.2 to 29.9.5, dollars is the currency of account and payment for any sum due from a Security Party under any Finance Document.

29.9.2 A repayment or payment of all or part of the Loan or an Unpaid Sum shall be made in the currency in which the Loan or Unpaid Sum is denominated on its due date.

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29.9.3 Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

29.9.4 Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

29.9.5 Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.

29.10 Control account   The Agent shall open and maintain on its books a control account in the names of the Borrowers showing the advance of the Loan and the computation and payment of interest and all other sums due under this Agreement.  The Borrowers' obligations to repay the Loan and to pay interest and all other sums due under this Agreement shall be evidenced by the entries from time to time made in the control account opened and maintained under this Clause 29.10 and those entries will, in the absence of manifest error, be conclusive and binding.

29.11 Change of currency

29.11.1 Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(a) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Borrowers); and

(b) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

29.11.2 If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrowers) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

30 SET-OFF

30.1 Set-off   A Finance Party may set off any matured obligation due from a Security Party under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Security Party, regardless of the place of payment, booking branch or currency of either obligation.  If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

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31 NOTICES

31.1 Communications in writing   Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

31.2 Addresses   The address, fax number, e-mail address (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 the Finance Documents is:

31.2.1 in the case of each Borrower and any Security Party, that identified with that Borrower's name below;

31.2.2 in the case of each Guarantor, that identified with its name below;

31.2.3 in the case of each Lender, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

31.2.4 in the case of the Agent or the Security Agent, that identified with its name below,

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

31.3 Delivery   Any communication or document made or delivered by one Party to another under or in connection with the Finance Documents will only be effective:

31.3.1 if by way of fax, when received in legible form; or

31.3.2 if by way of letter, when it has been left at the relevant address,

and, if a particular department or officer is specified as part of its address details provided under Clause 31.2 (Addresses), if addressed to that department or officer.

Any communication or document to be made or delivered to the Agent or the Security Agent will be effective only when actually received by the Agent or the Security Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent's or the Security Agent's signature below (or any substitute department or officer as the Agent or the Security Agent shall specify for this purpose).

All notices from or to a Security Party shall be sent through the Agent.

Any communication or document which becomes effective, in accordance with this Clause 31.3, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

31.4 Notification of address and fax number   Promptly upon changing its address or fax number, the Agent shall notify the other Parties.

31.5 Communication when Agent is Impaired Agent   If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent,

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communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly.  This provision shall not operate after a replacement Agent has been appointed.

31.6 Electronic communication

31.6.1 Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication and if those two Parties:

(a) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(b) notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.

31.6.2 Any electronic communication made between those two Parties will be effective only when actually received in readable form and in the case of any electronic communication made by a Party to the Agent or the Security Agent only if it is addressed in such a manner as the Agent or the Security Agent shall specify for this purpose.

31.6.3 Any electronic communication which becomes effective, in accordance with Clause 31.6.2, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

31.7 English language   Any notice given under or in connection with any Finance Document must be in English.  All other documents provided under or in connection with any Finance Document must be:

31.7.1 in English; or

31.7.2 if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

32 CALCULATIONS AND CERTIFICATES

32.1 Accounts   In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by the Agent are prima facie evidence of the matters to which they relate.

32.2 Certificates and determinations   Any certification or determination by the Agent of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

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32.3 Day count convention   Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

33 PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

34 REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party or Secured Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document.  No election to affirm any Finance Document on the part of any Finance Party or Secured Party shall be effective unless it is in writing.  No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

35 AMENDMENTS AND WAIVERS

35.1 Required consents

35.1.1 Subject to Clause 35.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the written consent of the Majority Lenders and the Borrowers and any such amendment or waiver will be binding on all Parties.

35.1.2 The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 35.

35.1.3 Without prejudice to the generality of Clauses 26.6.3, 26.6.4 and 26.6.5 (Rights and discretions of the Agent), the Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.

35.2 Exceptions

35.2.1 An amendment, waiver or (in the case of a Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to:

(a) the definition of "Majority Lenders" in Clause 1.1 (Definitions);

(b) an extension to the date of payment of any amount under the Finance Documents;

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(c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(d) an increase in any Commitment, an extension of the Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably;

(e) a change to a Security Party, other than as contemplated by and in accordance with the provisions of Clause 7.11 or Clause 22.27.1;

(f) any provision which expressly requires the consent of all the Lenders;

(g) Clause 2.2 (Finance Parties' rights and obligations), Clause 24 (Changes to the Lenders), this Clause 35, Clause 40 (Governing Law) or Clause 41.1 (Jurisdiction of English courts);

(h) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of:

(i) the Guarantee;

(ii) the Charged Property; or

(iii) the manner in which the proceeds of enforcement of the Security Documents are distributed; or

(i) the release of the Guarantee or of any Encumbrance created or expressed to be created or evidenced by the Security Documents unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of any Encumbrance created or expressed to be created or evidenced by the Security Documents where such sale or disposal is expressly permitted under this Agreement or any other Finance Document;

shall not be made, or given, without the prior consent of all the Lenders and the Borrowers.

35.2.2 An amendment or waiver which relates to the rights or obligations of the Agent or the Security Agent (each in their capacity as such) may not be effected without the consent of the Agent or the Security Agent.

35.3 Excluded Commitments

If:

35.3.1 any Defaulting Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of Lenders under the terms of this Agreement within 5 Business Days of that request being made; or

35.3.2 any Lender which is not a Defaulting Lender fails to respond to such a request (other than an amendment, waiver or consent referred to in

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Clauses 35.2.1(b), 35.2.1(c) and 35.2.1(d) (Exceptions)) or such a vote within 10 Business Days of that request being made,

(unless, in either case, the Borrowers and the Agent agree to a longer time period in relation to any request):

(a) its Commitment(s) shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments has been obtained to approve that request; and

(b) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

35.4 Replacement of Lender

35.4.1 If::

(a) any Lender becomes a Non-Consenting Lender (as defined in Clause 35.4.4); or

(b) a Borrower or any other Security Party becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 12.2 (Tax gross-up), Clause 12.3 (Tax Indemnity) or Clause 13.1 (Increased costs) to any Lender,

then the Borrowers may, on ten Business Days' prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Borrowers, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 24 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Loan and all accrued Interest Break Costs, Break Funding Costs and other amounts payable in relation thereto under the Finance Documents.

35.4.2 The replacement of a Lender pursuant to this Clause 35.4 shall be subject to the following conditions:

(a) the Borrowers shall have no right to replace the Agent or Security Agent;

(b) neither the Agent nor the Lender shall have any obligation to the Borrowers to find a Replacement Lender;

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(c) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 15 days after the date on which that Lender is deemed a Non-Consenting Lender;

(d) in no event shall the Lender replaced under this Clause 35.4 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and

(e) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 35.4.1 once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer.

35.4.3 A Lender shall perform the checks described in Clause 35.4.2(e) as soon as reasonably practicable following delivery of a notice referred to in Clause 35.4.1 and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

35.4.4 In the event that:

(a) the Borrowers or the Agent (at the request of the Borrowers) have requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents;

(b) the consent, waiver or amendment in question requires the approval of all the Lenders; and

(c) Lenders whose Commitments aggregate more than 66 ⅔ per cent of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 ⅔ per cent of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment,

then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a "Non-Consenting Lender".

35.5 Disenfranchisement of Defaulting Lenders

35.5.1 For so long as a Defaulting Lender has any Commitment, in ascertaining:

(a) the Majority Lenders; or

(b) whether:

(i) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or

(ii) the agreement of any specified group of Lenders,

has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that

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Defaulting Lender's Commitment will be reduced by the amount of its participation in the Loan it has failed to make available and, to the extent that that reduction results in that Defaulting Lender's Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of (i) and (ii).

35.5.2 For the purposes of this Clause 35.5, the Agent may assume that the following Lenders are Defaulting Lenders:

(a) any Lender which has notified the Agent that it has become a Defaulting Lender;

(b) any Lender in relation to which it is aware that any of the events or circumstances referred to in (a), (b) or (c) of the definition of "Defaulting Lender" has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

35.6 Replacement of a Defaulting Lender

35.6.1 The Borrowers may, at any time a Lender has become and continues to be a Defaulting Lender, by giving ten Business Days' prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Borrowers which confirms its willingness to assume and does assume all the obligations, or all the relevant obligations, of the transferring Lender in accordance with Clause 24 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer which is either:

(a) in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Loan and all accrued interest, Interest Break Costs, Break Funding Costs and other amounts payable in relation thereto under the Finance Documents; or

(b) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrowers and which does not exceed the amount described in (a).

35.6.2 Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 35.6 shall be subject to the following conditions:

(a) the Borrowers shall have no right to replace the Agent or Security Agent;

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(b) neither the Agent nor the Defaulting Lender shall have any obligation to the Borrowers to find a Replacement Lender;

(c) the transfer must take place no later than 10 Business Days after the notice referred to in Clause 35.6.1;

(d) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and

(e) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to 35.6.1 once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer to the Replacement Lender.

35.6.3 The Defaulting Lender shall perform the checks described in Clause 35.6.2(e) as soon as reasonably practicable following delivery of a notice referred to in Clause 35.6.1 and shall notify the Agent and the Borrowers when it is satisfied that it has complied with those checks.

36 CONFIDENTIALITY

36.1 Confidential Information   Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 36.2 (Disclosure of Confidential Information) and Clause 36.3 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.  The Finance Parties acknowledge that all information relating to the participants or investors in the Sponsor is considered by the Borrowers and the Sponsor to be particularly commercially sensitive and highly confidential and is not to be shared with any person other than (i) in accordance with Clause 36.2.1, Clause 36.2.2(e) or Clause 36.2.2(f) or (ii) in all other circumstances with the prior written consent of the Sponsor (such consent not to be unreasonably withheld) on a case by case basis.

36.2 Disclosure of Confidential Information  Subject to Clause 36.1, any Finance Party may disclose:

36.2.1 to any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this Clause 36.2.1 is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

36.2.2 to any person (who, in relation to Clauses 36.2.2 (a), (b), (d) or (g) satisfies the requirements to Clause 24.1.2 to be a New Lender):

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(a) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent or Security Agent and, in each case, to any of that person's Affiliates, and professional advisers;

(b) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Security Parties and to any of that person's Affiliates, and professional advisers;

(c) appointed by any Finance Party or by a person to whom Clause 36.2.2(a) or 36.2.2(b) applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under Clause 26.15.2 (Relationship with the Lenders));

(d) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in Clause 36.2.2(a) or 36.2.2(b);

(e) to whom information is required to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(f) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(g) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 24.7 (Security over Lenders' rights);

(h) who is a Party; or

(i) with the consent of each Borrower;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(i) in relation to Clauses 36.2.2(a), 36.2.2(b) and 36.2.2(c), the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

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(ii) in relation to Clause 36.2.2(d), the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(iii) in relation to Clauses 36.2.2(e), 36.2.2(f) and 36.2.2(g), the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances; Provided that in relation to Clauses 36.2.2 (e) and (f) the relevant Finance Parties shall notify the Borrowers of any relevant request (if so permitted, prior to any relevant disclosure) and shall provide the minimum disclosure to meet any such requirement.

36.2.3 to any person appointed by that Finance Party or by a person to whom Clause 36.2.2(a) or 36.2.2(b) applies to provide administration or settlement services in respect of one or more of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this Clause 36.2.3 if the service provider to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking and agree to share such information only with parties who would qualify as New Lenders under Clause 24.1.2;

36.2.4 to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Security Parties if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.  Any Lender may also disclose the size and term of the Loan and the name of each of the Security Parties to any investor or a potential investor in a securitisation (or similar transaction of broadly equivalent economic effect) of that Lender's rights or obligations under the Finance Documents.

36.3 Disclosure to numbering service providers

36.3.1 Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Loan and/or one or more Security Parties the following information:

(a) names of Security Parties;

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(b) country of domicile of Security Parties;

(c) place of incorporation of Security Parties;

(d) date of this Agreement;

(e) Clause 40 (Governing law);

(f) the name of the Agent;

(g) date of each amendment and restatement of this Agreement;

(h) amount of Total Commitments;

(i) currencies of the Loan;

(j) type of Loan;

(k) ranking of the Loan;

(l) Termination Date;

(m) changes to any of the information previously supplied pursuant to (a) to (l); and

(n) such other information agreed between such Finance Party and that Security Party,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

36.3.2 The Parties acknowledge and agree that each identification number assigned to this Agreement, the Loan and/or one or more Security Parties by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

36.3.3 Each Borrower represents that none of the information set out in Clauses 36.3.1(a) to 36.3.1(n) is unpublished price-sensitive information.

36.3.4 The Agent shall notify the Borrowers and the other Finance Parties of:

(a) the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Loan and/or one or more Security Parties; and

(b) the number or, as the case may be, numbers assigned to this Agreement, the Loan and/or one or more Security Parties by such numbering service provider.

36.4 Entire agreement   This Clause 36 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

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36.5 Inside information   Each of the Finance Parties 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 Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

36.6 Notification of disclosure   Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrowers:

36.6.1 of the circumstances of any disclosure of Confidential Information made pursuant to Clause 36.2.2(e) (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that Clause during the ordinary course of its supervisory or regulatory function; and

36.6.2 upon becoming aware that Confidential Information has been disclosed in breach of this Clause 36.

36.7 Continuing obligations   The obligations in this Clause 36 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 24 months from the earlier of:

36.7.1 the date on which all amounts payable by the Security Parties under or in connection with the Finance Documents have been paid in full and the Loan has been cancelled or otherwise ceases to be available; and

36.7.2 the date on which such Finance Party otherwise ceases to be a Finance Party.

37 DISCLOSURE OF LENDER DETAILS BY AGENT

37.1 Supply of Lender details to Borrowers   The Agent shall provide to the Borrowers within seven Business Days of a request by the Borrowers (but no more frequently than once per calendar month) a list (which may be in electronic form) setting out the names of the Lenders as at that Business Day, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.

37.2 Supply of Lender details at Borrowers' direction

37.2.1 The Agent shall, at the request of the Borrowers, disclose the identity of the Lenders and the details of the Lenders' Commitments to any:

(a) other Party or any other person if that disclosure is made to facilitate, in each case, a refinancing of the Financial Indebtedness

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arising under the Finance Documents or a material waiver or amendment of any term of any Finance Document; and

(b) Security Party.

37.2.2 Subject to Clause 37.2.3, the Borrowers shall procure that the recipient of information disclosed pursuant to Clause 37.2.1 shall keep such information confidential and shall not disclose it to anyone and shall ensure that all such information is protected with security measures and a degree of care that would apply to the recipient's own confidential information.

37.2.3 The recipient may disclose such information to any of its officers, directors, employees, professional advisers, auditors and partners as it shall consider appropriate if any such person is informed in writing of its confidential nature, except that there shall be no such requirement to so inform if that person is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by duties of confidentiality in relation to the information.

37.3 Supply of Lender details to other Lenders

37.3.1 If a Lender (a "Disclosing Lender") indicates to the Agent that the Agent may do so, the Agent shall disclose that Lender's name and Commitment to any other Lender that is, or becomes, a Disclosing Lender.

37.3.2 The Agent shall, if so directed by the Requisite Lenders, request each Lender to indicate to it whether it is a Disclosing Lender.

37.4 Lender enquiry   If any Lender believes that any entity is, or may be, a Lender and:

37.4.1 that entity ceases to have an Investment Grade Rating; or

37.4.2 an Insolvency Event occurs in relation to that entity,

the Agent shall, at the request of that Lender, indicate to that Lender the extent to which that entity has a Commitment.

37.5 Lender details definitions   In this Clause 37:

"Investment Grade Rating" means, in relation to an entity, a rating for its long-term unsecured and non-credit-enhanced debt obligations of BBB- or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or Baa3 or higher by Moody's Investors Service Limited or a comparable rating from an internationally recognised credit rating agency.

"Requisite Lenders" means a Lender or Lenders whose Commitments aggregate 15 per cent (or more) of the Total Commitments (or if the Total Commitments have been reduced to zero, aggregated 15 per cent (or more) of the Total Commitments immediately prior to that reduction).

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38 COUNTERPARTS

Each Finance Document 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 of the Finance Document.

39 JOINT AND Several LIABILITY

39.1 Nature of liability   The representations, warranties, covenants, obligations and undertakings of the Owners (in their capacity as Guarantors) contained in this Agreement shall be joint and several so that each Guarantor shall be jointly and severally liable for all of the same and such liability shall not in any way be discharged, impaired or otherwise affected by:

39.1.1 any forbearance (whether as to payment or otherwise) or any time or other indulgence granted to any other Owner or any other Security Party under or in connection with any Finance Document;

39.1.2 any amendment, variation, novation or replacement of any other Finance Document;

39.1.3 any failure of any Finance Document to be legal valid binding and enforceable in relation to any other Owner or any other Security Party for any reason;

39.1.4 the winding-up or dissolution of any other Owner or any other Security Party;

39.1.5 the release (whether in whole or in part) of, or the entering into of any compromise or composition with, any other Owner or any other Security Party; or

39.1.6 any other act, omission, thing or circumstance which would or might, but for this provision, operate to discharge, impair or otherwise affect such liability.

39.2 No rights as surety   Until the Indebtedness has been unconditionally and irrevocably paid and discharged in full, each Guarantor agrees that it shall not, by virtue of any payment made under this Agreement on account of the Indebtedness or by virtue of any enforcement by a Finance Party of its rights under this Agreement or by virtue of any relationship between, or transaction involving, the relevant Guarantor and any other Guarantor or any other Security Party:

39.2.1 exercise any rights of subrogation in relation to any rights, security or moneys held or received or receivable by a Finance Party or any other person; or

39.2.2 exercise any right of contribution from any other Guarantor or any other Security Party under any Finance Document; or

39.2.3 exercise any right of set-off or counterclaim against any other Guarantor or any other Security Party; or

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39.2.4 receive, claim or have the benefit of any payment, distribution, security or indemnity from any other Guarantor or any other Security Party; or

39.2.5 unless so directed by the Agent (when the relevant Guarantor will prove in accordance with such directions), claim as a creditor of any other Guarantor or any other Security Party in competition with any Finance Party; and

39.2.6 each Guarantor shall hold in trust for the Finance Parties and forthwith pay or transfer (as appropriate) to the Agent any such payment (including an amount equal to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.

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Section 12          Governing Law and Enforcement

40 GOVERNING LAW

This Agreement is governed by Danish law, except for Clause 26.11 (Trust), which shall be governed by English law.

41 ENFORCEMENT

41.1 Jurisdiction of Danish courts   The City Court of Copenhagen (Københavns Byret) has exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement) (a "Dispute").  Each Party agrees that the courts of Denmark are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

This Clause 41.1 is for the benefit of the Finance Parties only.  As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with a legitimate basis for jurisdiction.  To the extent allowed by law, any Finance Party may take concurrent proceedings in any number of jurisdictions.

41.2 Service of process

41.2.1 Without prejudice to any other mode of service allowed under any relevant law, each Borrower and each Guarantor;

(a) irrevocably appoints Borrower A as its agent for service of process in relation to any proceedings before the Danish courts in connection with any Finance Document; and

(b) agrees that failure by a process agent to notify that Borrower or that Guarantor (as the case may be) of the process will not invalidate the proceedings concerned.

41.2.2 If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process or terminates its appointment as agent for service of process, the relevant Borrower or the relevant Guarantor (as the case may be) must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Agent.  Failing this, the Agent may appoint another agent for this purpose.

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

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Schedule 1 The Original Lenders

Name of Original Lender	Commitment	Treaty Passport scheme reference number and jurisdiction of residence (if applicable)
Danmarks Skibskredit A/S (CVR number 27492649)	USD165,933,763.87 (Existing Tranche)	N/A
Danmarks Skibskredit A/S (CVR number 27492649)	USD 80,600,000 (New Tranche)	N/A

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Schedule 2Part I Conditions Precedent to Execution of this Agreement

1 Security Parties

(a) Constitutional documents   Copies of the constitutional documents of each Security Party together with such other evidence as the Agent may reasonably require that each Security Party is duly incorporated in its country of incorporation and remains in existence with power to enter into, and perform its obligations under, the Relevant Documents to which it is or is to become a party.

(b) Certificates of good standing   A certificate of good standing in respect of each Security Party (if such a certificate can be obtained).

(c) Board resolutions   A copy of a resolution of the board of directors of each Security Party:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute those Finance Documents; and

(ii) authorising a specified person or persons to execute those Relevant Documents (and all documents and notices to be signed and/or dispatched under those documents) on its behalf.

(d) Specimen signatures   A specimen of the signature of each person authorised by the resolutions referred to in (c).

(e) Shareholder resolutions   A copy of a resolution signed by all the holders of the issued shares in each Security Party, approving the terms of, and the transactions contemplated by, the Finance Documents to which that Security Party is a party.

(f) Officer's certificates   An original certificate of a duly authorised officer of each Security Party:

(i) certifying that each copy document relating to it specified in this Part I of Schedule 2 is correct, complete and in full force and effect;

(ii) setting out the names of the directors, officers and shareholders of that Security Party and the proportion of shares held by each shareholder; and

(iii) confirming that borrowing or guaranteeing or securing, as appropriate, the Loan would not cause any borrowing, guarantee, security or similar limit binding on that Security Party to be exceeded.

(g) Evidence of registration   Where such registration is required or permitted under the laws of the relevant jurisdiction, evidence that the

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names of the directors, officers and shareholders of each Security Party are duly registered in the companies registry or other registry in the country of incorporation of that Security Party.

(h) Powers of attorney   The original notarially attested and legalised power of attorney of each of the Security Parties under which the Finance Documents to which it is or is to become a party are to be executed or transactions undertaken by that Security Party.

2 Security Documents   The Guarantee and the Share Charges together with all other documents required by any of them, including, without limitation, all share certificates, certified copy share registers or registers of members, transfer forms, proxy forms, letters of resignation and letters of undertaking.

3 Other documents and evidence

(a) Process agent   Evidence that any process agent referred to in Clause 41.2 (Service of process) and any process agent appointed under any other Finance Document has accepted its appointment.

(b) Other Authorisations   A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Relevant Document or for the validity and enforceability of any Relevant Document.

(c) Original Budgets   A copy of the Original Budgets of the Borrower.

(d) "Know your customer" documents   Such documentation and other evidence as is reasonably requested by the Agent in order for the Lenders to comply with all necessary "know your customer" or similar identification procedures in relation to the transactions contemplated in the Finance Documents and any additional information required by the Agent to comply with anti-money laundering legislation and legislation against the financing of terrorism.

(e) Equity Commitment  Evidence satisfactory to the Agent that a minimum of USD 89,000,000 has been committed into OCM Holdings and the Guarantors by way of a letter of equity commitment from the Sponsor or other Affiliate of the Sponsor acceptable to the Agent together with a certificate from a director of the entity committing the equity confirming the amount of that entity's called and uncalled capital.

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Part II

Conditions Precedent to each Drawing

1 Bringdown Certificate.  A certificate in respect of each Security Party dated no more than five Business Days prior to the Drawdown Date, signed by a director or duly authorised officer of each relevant Security Party, confirming that none of the documents and evidence delivered by such Security Party to the Agent pursuant to Schedule 2, Part I, paragraph 1, (or clause 2 of the Supplemental Agreement, in the case of the Owners of the New Vessels and in the case of the Borrower) have been modified, amended, or revoked since their delivery to the Agent, except as set forth in such certificate.

2 Security and related documents

(a) Vessel documents   Photocopies, certified as true, accurate and complete by the Owner, of:

(i) the relevant MOAs and, if applicable, the Building Contract as the case may be) including all amendments thereto;

(ii) such documents as the Agent may reasonably require to evidence the nomination of the Owner as purchaser of the Vessel pursuant to the relevant MOAs and, if applicable, the Building Contract as the case may be);

(iii) the bill of sale transferring title in the Vessel to the Owner free of all encumbrances, maritime liens or other debts;

(iv) the protocol of delivery and acceptance evidencing the unconditional physical delivery of the Vessel by the Seller (or the Builder) to the Owner pursuant to the MOA (or the Building Contract);

(v) any Charter or other contract of employment of the Vessel which will be in force on the Drawdown Date;

(vi) the Management Agreements;

(vii) (if available) the Vessel's current Safety Construction, Safety Equipment, Safety Radio and Load Line Certificates;

(viii) (if available) evidence of the Vessel's current Certificate of Financial Responsibility issued pursuant to the United States Oil Pollution Act 1990;

(ix) (if available) the Vessel's current SMC;

(x) the ISM Company's current DOC;

(xi) (if available) the Vessel's current ISSC;

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(xii) (if available) the Vessel's current IAPPC;

(xiii) the Vessel's current Tonnage Certificate;

in each case together with all addenda, amendments or supplements.

(b) Evidence of Owner's title   Evidence that on the Drawdown Date (i) the Vessel will be at least provisionally registered under an Approved Flag in the ownership of the Owner and (ii) the Mortgage will be registered against the Vessel with first priority no later than simultaneously with the release of the Drawing by the Agent.

(c) Evidence of insurance   Evidence that the Vessel is insured in the manner required by the Security Documents and that letters of undertaking will be issued in the manner required by the Security Documents, together with (if required by the Agent) the written approval of the Insurances by an insurance adviser appointed by the Agent.

(d) Confirmation of class  A Certificate of Confirmation of Class or Class Certificate for hull and machinery confirming that the Vessel is classed with the highest class applicable to vessels of her type with Lloyd's Register or such other classification society as may be acceptable to the Agent (acting reasonably) free of overdue recommendations affecting class.

(e) Security Documents   The Mortgage and the Assignments in respect of the Vessel, the Inter-company Indebtedness Assignment and if applicable, the Managers' Undertakings, together with all other documents required by any of them, including, without limitation, all notices of assignment and/or charge and reasonable evidence that those notices will be duly acknowledged by the recipients provided always that notices of assignment will only be served on Charterers if the charter period is more than 13 months.

(f) Building Contract   Evidence that the Vessel has been constructed in accordance with the Building Contract in all material respects and that no changes have been made to the Building Contract which are not permitted under this Agreement.

(g) Other Relevant Documents   Copies of each of the Relevant Documents not otherwise comprised in the documents listed in this Part I of Schedule 2.

3 Legal opinions

The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders and capable of being relied upon by any persons who become Lenders pursuant to the primary syndication of the Loan or confirmation satisfactory to the Agent that such opinions will be given (and the Agent undertakes to use all reasonable endeavours to receive such confirmation prior to the Drawdown Date):

(a) a legal opinion as to English law;

(b) a legal opinion as to Singapore Law; and

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(c) a legal opinion as to Danish law.

4 Other documents and evidence

(a) Drawdown Request   A duly completed Drawdown Request.

(b) Other Authorisations   A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the relevant Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Relevant Document or for the validity and enforceability of any Relevant Document.

(c) Fees   Evidence that the fees, costs and expenses then due from the Borrower under Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been paid or will be paid by the relevant Drawdown Date.

(d) Material Adverse Effect   No event or circumstance has occurred which would or is reasonably likely to affect the ability of any Security Party to perform its payment obligations under any Finance Document as they fall due.

(e) Loan Note  A copy of any loan note or other evidence of indebtedness from the Owner of the relevant Vessel to the relevant Borrower.

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Part III Conditions Subsequent

1 Evidence of Owner's title   Certificate of ownership and encumbrance/transcript of register (or equivalent) issued by the Registrar of Ships (or equivalent official) of the flag stated in the Preliminary confirming that (i) the Vessel is permanently registered under that flag in the ownership of the Owner, (ii) the Mortgage has been registered with first priority against the Vessel and (iii) there are no further Encumbrances registered against the Vessel.

2 Letters of undertaking   Letters of undertaking in respect of the Insurances as required by the Security Documents together with copies of the relevant policies or cover notes or entry certificates duly endorsed with the interest of the Finance Parties.

3 Acknowledgements of notices   Acknowledgements of all notices of assignment and/or charge served pursuant to any Security Documents received by the Agent pursuant to Part II of this Schedule 2.

4 Legal opinions   Such of the legal opinions specified in Part I and Part II of this Schedule 2 as have not already been provided to the Agent.

5 Companies Act registrations   Evidence that the prescribed particulars of any Security Documents received by the Agent pursuant to Part I of this Schedule 2 have been delivered to the Registry of Companies/Corporations in the relevant jurisdiction within the statutory time limit.

6 Compliance Certificate    The Borrower and each Guarantor shall supply to the Agent as soon as practicable and in any event by the last day of the Availability Period, a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 21 (Financial Covenants).

7 Vessel Certificates   If and to the extent that any of the items listed in Schedule 2, Part II, paragraph 2 (vii) to (xiii) and Schedule 2 Part II, paragraph (e) are not delivered to the Agent on or prior to the Drawdown Date, the Borrower shall supply such items to the Agent as soon as practicable and in any event no later than 3 calendar months of that Drawdown Date.

8 Master's receipt  The master's receipt for the Mortgage (other than a Mortgage in respect of a Newbuilding).

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Part IV Conditions Precedent to Re-flagging under an Approved Flag

1 A certificate from the relevant Owner confirming that none of the documents delivered to the Agent pursuant to Clauses 4.1, 4.2 and 4.3 have been amended or modified in any way since the date of their delivery to the Agent, or copies, certified by a duly authorised officer of the relevant Owner as true, complete, accurate and neither amended nor revoked, of any which have been amended or modified.

2 A copy, certified by the relevant Owner as true, complete and accurate and neither amended nor revoked, of a resolution of the directors and a resolution of the shareholders of that Owner (together, where appropriate, with signed waivers of notice of any directors' meetings) approving, and authorising or ratifying the execution of the new Mortgage and any document to be executed by that Owner pursuant to the new Mortgage.

3 A notarially attested and legalised power of attorney of the relevant Owner under which the new Mortgage and any documents required pursuant to it are to be executed by that Owner.

4 The relevant new Mortgage.

5 Evidence that immediately prior to the relevant re-flagging the new Mortgage will be capable of being registered against the relevant Vessel with first priority through the relevant Registrar of Ships (or equivalent official) immediately following the re-flagging.

6 Confirmation satisfactory to the Agent that all legal opinions required by the Finance Parties in respect of the re-flagging will be given substantially in the form required by the Agent.

7 No Default shall have occurred and be continuing.

8 A certificate of ownership and encumbrances (or equivalent) issued by the relevant Registrar of Ships (or equivalent official) confirming that, following the relevant re-flagging, (a) the relevant Vessel is permanently registered under the relevant Approved Flag in the ownership of the relevant Owner, (b) the new Mortgage has been registered with first priority against that Vessel and (c) there are no further Encumbrances registered against that Vessel.

9 Evidence that the relevant Vessel has been deleted from her previous approved Flag.

10 Such of the legal opinions specified in Part IV of this Schedule 2 (Conditions Precedent to Re-flagging under an Approved Flag) as have not already been provided to the Agent.

11 Within ten (10) Business Days of the re-flagging, confirmation satisfactory to the Agent that the Insurances in respect of the relevant Vessel remain in full force and effect notwithstanding the re-flagging.

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Schedule 3 Drawdown Request

From:

To: Danmarks Skibskredit A/S

Dated:

Dear Sirs

TORM A/S and TORM PLC – USD 246,533,763.87 Loan Agreement dated 10 April 2014 as amended and restated on          2017 (the "Agreement")

1 We refer to the Agreement.  This is a Drawdown Request. Terms defined in the Agreement have the same meaning in this Drawdown Request unless given a different meaning in this Drawdown Request.

2 We wish to make a Drawing on the following terms:

Proposed Drawdown Date:	[                  ] (or, if that is not a Business Day, the next Business Day)
Currency of Drawing:	USD
Amount:	[                 ]
Interest Period:	[                ]
Vessel:	[                ]

3 We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Drawdown Request.

4 This Drawdown Request is irrevocable.

Yours faithfully

authorised signatory for

[TORM A/S/TORM PLC]

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Schedule 4 Form of Transfer Certificate

To:	Danmarks Skibskredit A/S as Agent
From:	[The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender")

Dated:

TORM A/S and TORM PLC – USD 246,533,763.87 Loan Agreement dated 10 April 2014 as amended and restated on  [               2017] (the "Loan Agreement")

1 We refer to the Loan Agreement.  This agreement (the "Agreement") shall take effect as a Transfer Certificate for the purposes of the Loan Agreement.  Terms defined in the Loan Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2 We refer to Clause 24.4 (Procedure for transfer) of the Loan Agreement:

(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation and in accordance with Clause 24.4 (Procedure for transfer) all of the Existing Lender's rights and obligations under the Loan Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment(s) and participations in the Loan under the Loan Agreement as specified in the Schedule.

(b) The proposed Transfer Date is [                                 ].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 31.2 (Addresses) are set out in the Schedule.

3 The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 24.3.1(c) (Limitation of responsibility of Existing Lenders).

4 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 of this Agreement.

5 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

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

Note: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender's interest in any Encumbrance created or expressed to be created or evidenced by the Security Documents in all jurisdictions.  It is the responsibility of the New Lender to ascertain whether

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any other documents or other formalities are required to perfect a transfer of such a share in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

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The Schedule

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments,]

[Existing Lender]	[New Lender]
By:	By:

This Agreement is accepted as a Transfer Certificate for the purposes of the Loan Agreement by the Agent and the Transfer Date is confirmed as [                   ].

Danmarks Skibskredit A/S

By:

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Schedule 5 Form of Assignment Agreement

To:	Danmarks Skibskredit A/S as Agent and TORM A/S as Borrower for and on behalf of each Security Party
From:	[the Existing Lender] (the "Existing Lender") and [the New Lender] (the "New Lender")

Dated:

TORM A/S and TORM PLC – USD 246,533,763.87 Loan Agreement dated 10 April 2014 and amended and restated on [               2017] (the "Loan Agreement")

1 We refer to the Loan Agreement.  This is an Assignment Agreement.  This agreement (the "Agreement") shall take effect as an Assignment Agreement for the purpose of the Loan Agreement.  Terms defined in the Loan Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2 We refer to Clause 24.5 (Procedure for assignment) of the Loan Agreement:

(a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Loan Agreement, the other Finance Documents and in respect of any Encumbrance created or expressed to be created or evidenced by the Security Documents which correspond to that portion of the Existing Lender's Commitment(s) and participations in the Loan under the Loan Agreement as specified in the Schedule.

(b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitment(s) and participations in the Loan under the Loan Agreement specified in the Schedule.

(c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b).

3 The proposed Transfer Date is [      ].

(d) On the Transfer Date the New Lender becomes Party to the relevant Finance Documents as a Lender.

4 The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 31.2 (Addresses) are set out in the Schedule.

5 The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 24.3.3 (Limitation of responsibility of Existing Lenders).

6 This Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 24.6 (Copy of Transfer Certificate or

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Assignment Agreement to Borrower), to the Borrower (on behalf of each Security Party) of the assignment referred to in this Agreement.

7 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 of this Agreement.

8 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

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

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in any Encumbrance created or expressed to be created or evidenced by the Security Documents in all jurisdictions.  It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

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The Schedule

Commitment/rights and obligations to be transferred by assignment, release and accession

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Existing Lender]	[New Lender]
By:	By:

This Agreement is accepted as an Assignment Agreement for the purposes of the Loan Agreement by the Agent and the Transfer Date is confirmed as [].

Signature of this Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to in this Agreement, which notice the Agent receives on behalf of each Finance Party.

Danmarks Skibskredit A/S

(as Agent)

By:

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Schedule 6 Form of Compliance Certificate

To:	Danmarks Skibskredit A/S
From:	TORM PLC

Dated:

Dear Sirs

TORM A/S and TORM PLC – USD 246,533,763.87 Loan Agreement dated 10 April 2014 and amended and restated on [               2017] (the "Agreement")

1 We refer to the Agreement.  This is a Compliance Certificate.  Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2 I/We confirm that with respect to the financial quarter ending [30 June][31 December] of the Group:

2.1.1 Equity Ratio:  The Equity Ratio is [·]. [Requirement:  Equity Ratio shall not be less than twenty-five per cent. (25%)]

2.1.2 Free Liquidity: The Free Liquidity is [    ] being in excess of USD 75,000,000 and representing [   ]% of Group Debt

3 [I/We confirm that the LTV Coverage calculated in accordance with Clause 17.5 (Additional Security) is [   ], and attach copies of the underlying valuations.

4 [I/We confirm that no Event of Default is continuing and no Change of Control has occurred.] [If this statement cannot be made, the certificate should identify any Event of Default that is continuing and the steps, if any, being taken to remedy it, or the change of control that has occurred as the case may be.]

Signed:	………………………………………………
	Chief Executive Officer of TORM PLC

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Schedule 7 Vessels/Owners/Flags/Current Managers

Vessel	IMO Number	Owner	Commercial Manager	Technical Manager
"TORM FREYA"("Vessel 2")	9250490	Vessel Co 8 Pte. Ltd.	Torm A/S*	Torm A/S*
"TORM GERD"("Vessel 3")	9240897	Vessel Co 8 Pte. Ltd.	Torm A/S*	Torm A/S*
"TORM GERTRUD"("Vessel 4")	9240885	Vessel Co 8 Pte. Ltd.	Torm A/S*	Torm A/S*
"TORM GUNHILD"("Vessel 5")	9172193	Vessel Co 8 Pte. Ltd.	Torm A/S*	Torm A/S*
"TORM HELVIG"("Vessel 7")	9288021	Vessel Co 8 Pte. Ltd.	Torm A/S*	Torm A/S*
"TORM INGEBORG"("Vessel 8")	9243320	Vessel Co 8 Pte. Ltd.	Torm A/S*	Torm A/S*
"TORM RAGNHILD"("Vessel 9")	9290579	Vessel Co 8 Pte. Ltd.	Torm A/S*	Torm A/S*
"TORM THYRA"("Vessel 11")	9250488	Vessel Co 8 Pte. Ltd.	Torm A/S*	Torm A/S*
"TORM VALBORG"("Vessel 12")	9243318	Vessel Co 8 Pte. Ltd.	Torm A/S*	Torm A/S*
"TORM THOR"("Vessel 14")	9712292	VesselCo 8 Pte. Ltd.	Torm A/S*	Torm A/S*
"TORM THUNDER" ("Vessel 15")	9712307	VesselCo 8 Pte. Ltd.	Torm A/S*	Torm A/S*
"TORM TIMOTHY" ("Vessel 16")	9726487	VesselCo 8 Pte. Ltd.	Torm A/S*	Torm A/S*
"TORM LOKE" ("Vessel 17")	9301914	Vessel Co 11 Pte. Ltd	Torm A/S*	Torm A/S*
"TORM TROILUS" ("Vessel 18")	9726475	Vessel Co 11 Pte. Ltd	Torm A/S*	Torm A/S*

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Hull No. 15121034 under the construction at Guangzhou Shipyard International Company Limited ("Vessel 19")	To be advised	VesselCo 5 K/S	Torm A/S*	Torm A/S*
Hull No. 15121035 under the construction at Guangzhou Shipyard International Company Limited ("Vessel 20")	To be advised	VesselCo 5 K/S	Torm A/S*	Torm A/S*
Hull No. 15121036 under the construction at Guangzhou Shipyard International Company Limited ("Vessel 21")	To be advised	VesselCo 5 K/S	Torm A/S*	Torm A/S*
Hull No. 15121037 under the construction at Guangzhou Shipyard International Company Limited ("Vessel 22")	To be advised	VesselCo 5 K/S	Torm A/S*	Torm A/S*

* acting in its capacity as Bareboat Charterer of the Vessel

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Schedule 8 Supplementary Agreement

[DELIBERATELY NOT USED]

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Schedule 9 Repayment Profile / Drawings

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Schedule 10 Approved Shipbrokers

1 Fearnleys, Oslo;

2 SSY;

3 Clarksons;

4 Inge Stensland;

5 BRS;

6 Maersk Brokers;

7 such other reputable and independent brokers with knowledge of the product tanker market appointed by the Agent.

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Schedule 11

1 Vessel and Insurance Undertakings

1.1 Insurance

1.1.1 Each Owner covenants to ensure at its own expense throughout the Facility Period that:

(a) each Vessel owned by it remains insured against fire and all usual marine risks (including hull interest, freight interest and excess risks) and war risks (including blocking and trapping) on an agreed value basis for an amount which is the greater from time to time of (a) her full market value and (b) an amount which equals one hundred and ten per cent (110%) of the aggregate of the amount of the Appropriate Amount in respect of the Vessel. The amount of the hull and machinery marine risks for each Vessel shall at all times represent at least eighty per cent (80%) of her full market value; and

(b) each Vessel owned by it remains entered in a protection and indemnity association which is a member of the International Group of P&I Clubs (or is otherwise approved by the Security Agent acting reasonably) in both protection and indemnity classes, or remains otherwise insured against protection and indemnity risks and liabilities (including, without limitation, protection and indemnity war risks) and for the highest amount available for vessels of her specification with a protection and indemnity association which is a member of the International Group of P&I Clubs including oil pollution liability risk; and

(c) the Security Agent agrees that, if and for so long a Vessel may be laid up with the approval of the Security Agent, each Owner may at its own expense take out port risk insurance on the Vessels in place of hull and machinery insurance.

1.1.2 Each Owner undertakes to place the Obligatory Insurances in such markets, denominated in dollars, on such terms and conditions (always applying the terms of the Nordic Marine Insurance Plan 2013 (as amended from time to time) or such other insurance plan or conditions considered market standard, and with such brokers, underwriters and associations as the Security Agent shall have previously approved in writing or with such first class insurer with a credit rating of no less than "A-" with A.M. Best and/or "BBB" with Standard & Poor's or an equivalent rating from another rating agency of similar reputation which may be approved by the Security Agent, acting reasonably.  No Owner shall alter the terms of any of the Obligatory Insurances in any material respect, and will supply the Security Agent from time to time on request with such information as the Security Agent may in its discretion require with regard to the Obligatory Insurances and the brokers, underwriters or associations through or with which the Obligatory Insurances are placed. Each Owner

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shall reimburse the Security Agent on demand for all costs and expenses incurred by the Security Agent in obtaining from time to time a report on the adequacy of the Obligatory Insurances, including as set out in Clause 1.1.5 of this Schedule 11 from an insurance adviser instructed by the Security Agent. Each Owner shall be liable to pay (or reimburse the Security Agent) for no more than one such report per year, unless (i) such report is obtained in connection with the occurrence of and Event of Default or (ii) there has been a material change to the Insurances, including as set out in Clause 1.1.5 of this Schedule 11.

1.1.3 Each Owner undertakes duly and punctually to pay all premiums, calls and contributions, and all other sums at any time payable in connection with the Obligatory Insurances, and, at its own expense, to arrange and provide any guarantees from time to time required by any protection and indemnity or war risks association.  From time to time at the Security Agent's request, each Owner will provide the Security Agent with evidence satisfactory to the Security Agent that such premiums, calls, contributions and other sums have been duly and punctually paid; that any such guarantees have been duly given; and that all declarations and notices required by the terms of any of the Obligatory Insurances to be made or given by or on behalf of each Owner to brokers, underwriters or associations have been duly and punctually made or given.

1.1.4 Each Owner will comply in all respects with all terms and conditions of the Obligatory Insurances and will make all such declarations to brokers, underwriters and associations as may be required to enable the Vessel to operate in accordance with the terms and conditions of the Obligatory Insurances.  No Owner will do, or permit to be done, any act, or make, or permit to be made, any omission, as a result of which any of the Obligatory Insurances may become liable to be suspended, cancelled or avoided, or may become unenforceable, or as a result of which any sums payable under or in connection with any of the Obligatory Insurances may be reduced or become liable to be repaid or rescinded in whole or in part.  In particular, but without limitation, no Owner will permit the Vessels owned by it to be employed other than in conformity with the Obligatory Insurances without first taking out additional insurance cover in respect of that employment in all respects to the satisfaction of the Security Agent, and each Owner will notify the Security Agent without undue delay of any material new requirement imposed by any broker, underwriter or association in relation to any of the Obligatory Insurances.

1.1.5 Each Owner will, no later than the day of the expiry of any of the Obligatory Insurances, renew them and shall immediately give the Security Agent such details of those renewals as the Security Agent may require. In the event that the Obligatory Insurances are not placed on the terms of the Nordic Marine Insurance Plan 2013 upon their renewal, the Security Agent shall, at the cost of each Owner, have the right to obtain a report on the adequacy of the Obligatory Insurances from an insurance adviser instructed by the Security Agent.

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1.1.6 Each Owner shall reimburse the Security Agent the costs, premiums and expenses of taking out and keeping in force the Mortgagees' Insurances in relation to each Vessel for an amount which equals one hundred and ten per cent (110%) of the Appropriate Amount of such Vessel then outstanding. Such insurance can be taken out by the relevant Owner if the Security Agent so agrees (acting reasonably).

1.1.7 Each Owner shall, at its own cost, take out such additional insurances as may from time to time be required by any public body, classification society or other similar entity having authority over each Owner or the Vessels owned by it.

1.1.8 Each Owner shall deliver to the Security Agent extracts (and, if required by the Security Agent, pro-forma originals) of all policies and certificates of entry (including, if required by the Security Agent receipts for premiums, calls or contributions and other documents relating to the Insurances) and shall procure that letters of undertaking in such form as the Security Agent (acting reasonably) may approve shall be issued to the Security Agent by the brokers through which the Insurances are placed (or, in the case of protection and indemnity or war risks associations, by their managers). If a Vessel is at any time during the Facility Period insured under any form of fleet cover, the relevant Owner shall (if possible) procure that those letters of undertaking contain confirmation that the brokers, underwriters or association (as the case may be) will not set off claims relating to that Vessel against premiums, calls or contributions in respect of any other vessel or other insurance, and that the insurance cover of that Vessel will not be cancelled by reason of non-payment of premiums, calls or contributions relating to any other vessel or other insurance.  Failing receipt of those confirmations, the relevant Owner will (if required by the Security Agent (acting reasonably)) instruct the brokers, underwriters or association concerned to issue a separate policy or certificate for that Vessel in the sole name of the relevant Owner or of such Owner's brokers as agents for such Owner.

1.1.9 Each Owner shall promptly provide the Security Agent with full information regarding any Major Casualty.

1.1.10 Each Owner agrees that:

(a) at any time after the occurrence and during the continuation of an Event of Default, the Security Agent shall be entitled to collect, sue for, recover and give a good discharge for all claims in respect of any of the Insurances; to pay collecting brokers the customary commission on all sums collected in respect of those claims; to compromise all such claims or refer them to arbitration or any other form of judicial or non-judicial determination; and otherwise to deal with such claims in such manner as the Security Agent shall in its discretion think fit;

(b) whether or not an Event of Default shall have occurred or be continuing, the proceeds of any claim under any of the Insurances

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in respect of a Total Loss shall be paid to the Security Agent and applied by the Security Agent in accordance with Clause 7.6; and

(c) all sums paid under the Insurances to anyone other than the Security Agent shall be applied in repairing the damage and/or discharging the liability in respect of which they have been paid except to the extent that the repairs have already been paid for and/or the liability already discharged.

1.1.11 The Security Agent agrees that any amounts which may become due under any protection and indemnity entry or insurance shall be paid to the relevant Owner to reimburse such Owner for, and in discharge of, the loss, damage or expense in respect of which they shall have become due, unless, at the time the amount in question becomes due, an Event of Default shall have occurred and be continuing, in which event the Security Agent shall be entitled to receive the amounts in question and to apply them either in reduction of the Indebtedness or, at the option of the Security Agent, to the discharge of the liability in respect of which they were paid.

1.1.12 Each Owner agrees that:

(a) no Owner shall settle, compromise or abandon any claim under or in connection with any of the Insurances (other than a claim of less than the Threshold Amount arising other than from a Total Loss) without the prior written consent of the Security Agent;

(b) if an Owner fails to effect or keep in force the Obligatory Insurances, the Security Agent may (but shall not be obliged to) effect and/or keep in force such insurances on the Vessel and such entries in protection and indemnity or war risks associations as the Security Agent in its discretion considers desirable, and the Security Agent may (but shall not be obliged to) pay any unpaid premiums, calls or contributions; and

(c) each Owner will reimburse the Security Agent from time to time on demand for all such premiums, calls or contributions paid by the Security Agent, together with interest at the Default Rate from the date of payment by the Security Agent until the date of reimbursement.

1.1.13 Each Owner shall:

(a) comply with all Environmental Laws;

(b) obtain, maintain and ensure compliance with all requisite Environmental Approvals; and

(c) implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

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1.1.14 Each Owner shall comply with the requirements of the United States Oil Pollution Act 1990 (the "Act") if a Vessel owned by it is to trade in the United States of America and Exclusive Economic Zone (as defined in the Act).  Before any such trade is commenced and during the entire period during which such trade is carried on, the relevant Owner shall:

(a) pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to that Owner for the relevant Vessel in the market; and

(b) make all such quarterly or other voyage declarations as may from time to time be required by the relevant Vessel's protection and indemnity association in order to maintain such cover, and, if required by the Security Agent, promptly deliver to the Security Agent copies of such declarations; and

(c) submit the relevant Vessel to such additional periodic, classification, structural or other surveys which may be required by the relevant Vessel's protection and indemnity insurers to maintain cover for such trade and, if required by the Security Agent, promptly deliver to the Security Agent copies of reports made in respect of such surveys; and

(d) implement any recommendations contained in the reports issued following the surveys referred to in Clause 1.1.14(c) within the relevant time limits, and, if required by the Security Agent, provide evidence satisfactory to the Security Agent that the protection and indemnity insurers are satisfied that this has been done; and

1.1.15 in addition to the foregoing (if such trade is in the United States of America and Exclusive Economic Zone):

(a) obtain and retain a certificate of financial responsibility under the Act in form and substance satisfactory to the United States Coast Guard and, if required by the Security Agent, provide the Security Agent with evidence of the same; and

(b) procure that the protection and indemnity insurances do not contain a US Trading Exclusion Clause or any other analogous provision and, if required by the Security Agent, provide the Security Agent with evidence that this is so; and

(c) comply strictly with any operational or structural regulations issued from time to time by any relevant authorities under the Act so that at all times the relevant Vessel falls within the provisions which limit strict liability under the Act for oil pollution.

1.2 Operation and Maintenance

Each Owner undertakes towards the Security Agent:

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1.2.1 to keep each Vessel owned by it seaworthy and in a state of repair consistent with prudent ownership and sound ship management practice; and

1.2.2 to maintain the registration of each Vessel owned by it under its current flag; to effect and maintain registration of the relevant Mortgage at the Vessel's Ship Registry; and not cause nor permit to be done any act or omission as a result of which either of those registrations might be defeated or imperilled; and

1.2.3 to maintain each Vessel owned by it in a condition entitling such Vessels to the highest class applicable to vessels of their type with a classification society approved by the Security Agent free of recommendations and qualifications; and

1.2.4 to carry on board each Vessel owned by it all applicable operating certificates and other documents which may from time to time be required by law, conventions or regulations applicable to the relevant Owner to be carried on board each Vessel owned by it; and

1.2.5 not without the prior written consent of the Security Agent to make, nor permit nor cause to be made, any material change in the structure, type or speed of the Vessels owned by it; and

1.2.6 to procure that all repairs to each Vessel owned by it or replacements of parts or equipment of each Vessel owned by it are effected in such a way as not to diminish the value of such Vessel and with replacement parts or equipment the property of each Owner and free of all Encumbrances (other than the relevant Mortgage); and

1.2.7 to permit the Security Agent and all persons appointed by the Security Agent to board each Vessel owned by it from time to time during the Facility Period (without materially interfering with the relevant Vessel's trading or operation) to inspect such Vessel's state and condition, with only one such inspection each calendar year being at the expense of the Owner, and, if such Vessel shall not be in a state and condition which complies with the requirements of this Agreement, to effect such repairs as shall in the opinion of the Security Agent be desirable to ensure such compliance, without prejudice to the Security Agent's other rights under or pursuant to the relevant Mortgage or this Agreement; and

1.2.8 immediately to notify the Security Agent of any arrest or detention of any Vessel owned by it, and to cause such Vessel to be released from arrest or detention as quickly as possible, and in any event within sixty (60) days from the date of arrest or detention and immediately to notify the Security Agent in the same manner of the release of such Vessel; and

1.2.9 from time to time on request of the Security Agent to produce to the Security Agent written evidence satisfactory to the Security Agent confirming that the master and crew of each Vessel owned by it have no claims for wages beyond the ordinary arrears and that the master has no claim for disbursements other than those properly incurred by him in the

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ordinary course of trading of such Vessel on the voyage then in progress; and

1.2.10 not during the Facility Period to sell, agree to sell, or otherwise dispose of, or agree to dispose of, any shares in any Vessel owned by it unless the relevant Borrower complies with its obligations under Clause 7.6 of this Agreement (Mandatory Prepayment on sale or Total Loss); and

1.2.11 not during the Facility Period to change the name of any Vessel owned by it without prior notice to the Security Agent; and

1.2.12 not during the Facility Period to lay up any Vessel owned by it without the prior written consent of the Security Agent; and

1.2.13 in the event of any requisition or seizure of any Vessel owned by it, to take all lawful steps to recover possession of such Vessel as soon as it is entitled to do so; and

1.2.14 to give to the Security Agent from time to time during the Facility Period on request such information as the Security Agent may require with regard to the Vessel's employment, position and state of repair and, on the Security Agent's request, to supply the Security Agent with copies of all Charters and other similar contracts of employment relating to any Vessel owned by it and copies of the deck and engine logs of any Vessel's owned by it; and

1.2.15 to comply with all requirements from time to time of the classification society of any Vessel owned by it and to give to the Security Agent from time to time during the Facility Period on request copies of all classification certificates of each Vessel owned by it and reports of surveys required by the each Vessel's classification society (each Owner by its execution of this Agreement irrevocably authorising the Security Agent to obtain such information and documents from each Vessel's classification society as the Security Agent may from time to time require), and to notify the Security Agent immediately of any requirement or recommendation imposed by each Vessel's classification society; and

1.2.16 not during hostilities (whether or not a state of war shall formally have been declared and including, without limitation, any civil war) to permit each Vessel owned by it to be employed in carrying any goods which may be declared to be contraband of war or which may render the Vessel liable to confiscation, seizure, detention or destruction, nor to permit the Vessel to enter any area which is declared a war zone by any governmental authority or by such Vessel's insurers unless that employment or voyage is either (a) permitted under the terms of the Insurances or (b) (to the extent not covered by the Insurances) covered by additional insurance taken out by the relevant Owner at such Owner's expense, which additional insurance shall be deemed to be part of the Insurances and of the Assigned Property; and

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1.2.17 not without the prior written consent of the Security Agent to let any Vessel owned by it on any demise charter (irrespective of duration) or on any time charter (which, inclusive of any extension option is capable of exceeding 13 months), consecutive voyage charter or other contract of employment nor to employ any Vessel owned by it, in each case in any way which might impair the security created by the Finance Documents; and

1.2.18 duly to perform (unless prevented by force majeure), and to take all necessary steps to enforce the performance by charterers and shippers of, all charterparties and other contracts of employment and all bills of lading and other contracts relating to each Vessel owned by it; and

1.2.19 not following the occurrence and during the continuation of an Event of Default to let any Vessel owned by it on charter or renew or extend any charter or other contract of employment of any Vessel owned by it, nor agree to do so, without the prior written consent of the Security Agent; and

1.2.20 Each Owner shall generally pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(i) such payment is being contested in good faith;

(ii) adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Agent under Clause 20.1 (Financial statements) of this Agreement; and

(iii) such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

1.2.21 not at any time during the Facility Period without the prior written consent of the Security Agent (and then subject to such conditions as the Security Agent may impose) to create nor grant nor permit to exist any Encumbrance over the Vessel or any share in any Vessel owned by it or any of the Assigned Property other than any Permitted Encumbrances existing from time to time; and

1.2.22 to notify the Security Agent immediately if the relevant Owner becomes aware of any legal proceedings or arbitration involving (i) any Vessel owned by it or (ii) the relevant Owner, where the amount claimed by any party (ignoring any counterclaim or defence of set-off) exceeds or may reasonably be expected to exceed the Threshold Amount; and

1.2.23 not without the prior written consent of the Security Agent to put any Vessel owned by it into the possession of any person for the purpose of work or repairs estimated to cost more than US$ 6,000,000 (except for repairs where the amount above such threshold is recoverable under the

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Insurances and in respect of which the insurers have agreed to make payment in accordance with any applicable loss payable clause) unless that person shall have given an undertaking to the Security Agent in such terms as the Security Agent shall require not to exercise a lien on the relevant Vessel for the cost of the work; and

1.2.24 to keep proper books of account in respect of each Vessel owned by it and the Earnings and as and when required by the Security Agent to make such books available for inspection on behalf of the Security Agent; and

1.2.25 not to appoint anyone other than the Managers as commercial or technical managers of any Vessel owned by it, nor permit the commercial or technical management of any Vessel owned by it to be sub-contracted or delegated to any third party (save as is permitted in the relevant Management Agreement).  For the avoidance of doubt and subject to Clause 22.25 of this Agreement (Change of Manager), no prior written consent of the Agent will be required in connection with the termination or cancellation of a Management Agreement; and

1.2.26 to take all reasonable precautions to prevent any infringements of any anti-drug legislation in any jurisdiction in which each Vessel owned by it shall trade and in particular (if any Vessel owned by it is to trade in the United States of America) to take all reasonable precautions to prevent any infringements of the Anti-Drug Abuse Act of 1986 of the United States of America; and

1.2.27 to comply in all material respect, or procure that the operator of any Vessel owned by it will comply in all material respects, with the ISM Code or any replacement of the ISM Code and in particular, without limitation, to:

(a) procure that each Vessel owned by it emains for the duration of the Facility Period subject to a safety management system developed and implemented in accordance with the ISM Code; and

(b) maintain for each Vessel owned by it throughout the Facility Period a valid and current SMC and provide a copy to the Security Agent; and

(c) procure that the ISM Company maintains throughout the Facility Period a valid and current DOC and provide a copy to the Security Agent; and

(d) notify the Security Agent immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the SMC of the Vessel or of the DOC of the ISM Company; and

1.2.28 to comply all material respect in relation to each Vessel owned by it with the ISPS Code or any replacement of the ISPS Code and in particular, without limitation, to:

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(a) procure that each Vessel owned by it and the company responsible for such Vessel's compliance with the ISPS Code comply with the ISPS Code; and

(b) maintain for each Vessel owned by it throughout the Facility Period a valid and current ISSC and provide a copy to the Security Agent; and

(c) notify the Security Agent immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC; and

1.2.29 to comply all material respect in relation to each Vessel owned by it with Annex VI or any replacement of Annex VI and in particular, without limitation, to:

(a) procure that the master and crew of each Vessel owned by it are familiar with, and that each Vessel owned by it complies with, Annex VI; and

(b) maintain for the each Vessel owned by it throughout the Facility Period a valid and current IAPPC and provide a copy to the Security Agent; and

(c) notify the Security Agent immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the IAPPC.

1.3 In this Schedule 11:

"Assigned Property" means the Insurances, the Earnings and the Requisition Compensation.

"Default Rate" means interest at the rate calculated in accordance with Clause 8.3 (Default interest) of the Agreement.

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

"Mortgagees' Insurances" means all policies and contracts of mortgagees' interest insurance and mortgagees' additional perils (oil pollution) insurance.

"Obligatory Insurances" means the insurances and entries referred to in Clause 1.1.1 of this Schedule 11 and, where applicable, those referred to in Clauses 1.1.4 and/or 1.1.5 of this Schedule 11.

"Threshold Amount" means one million dollars ($1,000,000) or its equivalent in any other currency.

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Signatures
As Borrower A and Guarantor B
TORM A/S	)
(CVR No. 22460218)	)
By: Christian Gorrissen	)	/s/ Christian Gorrissen
Address: Tuborg Havnevej 18	)
DK-2900 Hellerup	)
Denmark	)
Fax no.:  [                   ]	)
Department/Officer: [                 ]	)
Email: man@torm.com; csm@torm.com	)
As Borrower B and Guarantor A
TORM PLC	)
(Company number 09818726)	)
By: Jacob Meldgaard	)	/s/ Jacob Meldgaard
Address: TORM PLC, c/o TORM A/S,	)
Tuborg Havnevej 18	)
DK-2900 Hellerup	)
Denmark	)
Fax no.:  [                   ]	)
Department/Officer: [                 ]	)
Email: man@torm.com; csm@torm.com	)
As Owner A and Guarantor
VesselCo 8 Pte. Ltd.	)
By: Christian Gorrissen	)	/s/ Christian Gorrissen
Address: c/o TORM A/S.	)
Fax no.:  [                   ]	)
Department/Officer: [                 ]	)
Email: man@torm.com; csm@torm.com	)
As Owner B and Guarantor
VesselCo 11 Pte. Ltd.	)
By: Christian Gorrissen	)	/s/ Christian Gorrissen
Address: c/o TORM A/S.	)
Fax no.:  [                   ]	)
Department/Officer: [                 ]	)
Email: man@torm.com; csm@torm.com	)

As Owner C and Guarantor
VesselCo 5 K/S
By:
(CVR No. 38911538)
By: Christian Gorrissen	)	/s/ Christian Gorrissen
Address: c/o TORM A/S	)
Fax no.:  [                   ]	)
Department/Officer: [                 ]	)
Email: man@torm.com; csm@torm.com	)

As Agent, Security Agent and Original Lender
Danmarks Skibskredit A/S	)
(CVR no. 27492649)	)
By:	)	/s/ Peter Hauskov
	)	/s/ Per Schnack
	)
Address: Sankt Annae Plads 3	)
DK-1250 Copenhagen K, Denmark	)
Fax no.: +45 33 33 9666	)
Department/Officer: Customer Relations	)
Email:danmarks@skibskredit.dk;	)
loanadmin@skibskredit.dk	)

EX-4.8

Exhibit 4.8

EXECUTION VERSION

TERM FACILITY AGREEMENT

US$46,725,000

Between	TORM PLC as Borrower
and	TORM A/S VESSELCO 12 PTE. LTD. TORM SINGAPORE PTE. LTD. as Guarantors
arranged by	ING BANK N.V. as Arranger
with	ING BANK N.V. as Original Lender
and	ING BANK N.V. as Agent and Security Agent
Date	8 SEPTEMBER 2017

CONTENTS

1.	Definitions and Interpretation	6
2.	The Facility	32
3.	Purpose	35
4.	Conditions of Utilisation	35
5.	Utilisation	36
6.	Repayment	37
7.	Illegality, Prepayment and Cancellation	38
8.	Interest	41
9.	Interest Periods	43
10.	Changes to the Calculation of Interest	43
11.	Fees	45
12.	Tax Gross Up and Indemnities	45
13.	Increased Costs	52
14.	Other Indemnities	54
15.	Mitigation by the Lenders	58
16.	Costs and Expenses	58
17.	Guarantee and Indemnity	60
18.	Representations	62
19.	Information Undertakings	70
20.	Financial Covenants	74
21.	General Undertakings	77
22.	Dealings with Mortgaged Vessels	81

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23.	Condition and Operation of Mortgaged Vessels	85
24.	Insurance	89
25.	Minimum Security Value	93
26.	Bank Accounts	96
27.	Business Restrictions	97
28.	Hedging Contracts	100
29.	Events of Default	101
30.	Transaction security	107
31.	Changes to the Lenders	111
32.	Changes to the Obligors	115
33.	Roles of Agent, Arranger and base reference banks	116
34.	the security agent	124
35.	Conduct of Business by the Finance Parties	132
36.	Sharing Among the Finance Parties	133
37.	Payment Mechanics	134
38.	Set off	138
39.	Notices	138
40.	Calculations and Certificates	140
41.	Partial Invalidity	140
42.	Remedies and Waivers	140
43.	Amendments and Grant of Waivers	141
44.	Counterparts	144
45.	Confidentiality	144

3

46.	Restriction on Debt Purchase Transactions	147
47.	Confidentiality of Funding Rates and Base Reference Bank Quotations	147
48.	Governing Law	149
49.	Enforcement	149
50.	Patriot Act	150
51.	Contractual recognition of bail-in	150

Schedule 1 - The Original Parties	155
Schedule 2 - Vessel information	159
Schedule 3 - Conditions precedent	160
Schedule 4 - Form of Utilisation Request	167
Schedule 5 - Form of Selection Notice	168
Schedule 6 - Form of Transfer Certificate	169
Schedule 7 - Form of Assignment Agreement	172
Schedule 8 - Form of Compliance Certificate	175
Schedule 9 - Form of Increase Confirmation	176
Schedule 10 - scheduled amortisation payments	179
Schedule 11 - Form of accession deed	181
Schedule 12 - GROUP STRUCTURE CHART	184

4

PARTIES

This term facility agreement (the "Agreement") is made

between	TORM PLC (Companies House registration number 09818726) Birchin Court, 20 Birchin Lane London EC3V 9DU United Kingdom (the "Borrower")
and	The Entities listed in Schedule 1(The Original Parties) as guarantors (the "Original Guarantors")
arranged by	ING BANK N.V. (the "Arranger")
with	ING BANK N.V. (the "Original Lender")
and	ING BANK N.V. as agent for the other Finance Parties (the "Agent")
and	ING BANK N.V. as security agent and trustee for the Secured Parties (the "Security Agent")

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1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

"Acceptable Bank" means:

a) a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor's Rating Services or A3 or higher by Moody's Investors Service Limited or a comparable rating from an internationally recognised credit rating agency; or

b) any other bank or financial institution approved by the Agent (acting on the instructions of the Majority Lenders).

"Accession Deed" means an accession deed executed by any Additional Guarantor, as accepted by the Agent, for accession to this Agreement, substantially in the form set out in Schedule 11 (Form of Accession Deed).

"Account" means any bank account, deposit or certificate of deposit opened, made or established in accordance with Clause 26 (Bank Accounts).

"Account Bank" means, in relation to any Account, either Danske Bank A/S or another bank or financial institution approved by the Majority Lenders (acting reasonably) at the request of the Borrower.

"Account Holder(s)" means, in relation to any Account, the Obligor(s), in whose name(s) that Account is held.

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

"Additional Guarantor" means a company which becomes an Additional Guarantor in accordance with Clause 32 (Changes to the Obligors).

"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.

"Applicable Code" means any code or prescribed procedures required to be observed by a Mortgaged Vessel or the persons responsible for its operation under any applicable law (including, but not limited to, those currently known as the ISM Code and the ISPS Code).

"Approved Brokers" means the ship broker/consultancy firms Clarksons Platou, Maersk Broker, Braemar ACM, Arrow Shipbrokers, Fearnleys, SSY Valuation Services Limited, Inge Steensland, BRS and Lorentzen & Stemoco (or, in each case, any of their Affiliates) and such other reputable international and independent consultancy or ship broker firm approved in advance by the Agent (acting reasonably).

"Approved Technical Manager" means any of Fleet Ship Management Inc. (British Virgin Islands), Wallem, Executive Ship Management, V-Group, Synergy Marine Group, Anglo Eastern, Bernard Schulte Shipmanagement and Thome Group together with any of their Affiliates; provided that the identity of any new technical manager is

6

promptly notified to the relevant Mortgaged Vessel's insurers and a copy of the addenda to the relevant insurances reflecting the new technical manager is promptly provided to the Security Agent.

"Assignment Agreement" means an agreement substantially in the form set out in Schedule 7 (Form of Assignment Agreement)or any other form agreed between the relevant assignor and assignee provided that if that other form does not contain the undertaking set out in the form set out in Schedule 7 (Form of Assignment Agreement) it shall not be a Creditor/Agent Accession Undertaking as defined in, and for the purposes of, the Subordination Deed.

"Auditors" means the Borrower's current auditors or any other firm appointed by the Borrower to act as its statutory auditors, in each case, having the necessary skills and experience to audit a group of companies such as the Group.

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

"Availability Period" means the period from and including the date of this Agreement to and including 31 December 2017.

"Available Commitment" means, in relation to each Lender, its Commitment minus:

a) the amount of its participation in any outstanding Utilisations; and

b) in relation to any proposed Utilisation, the amount of its participation in any other Utilisations that are due to be made on or before the proposed Utilisation Date.

"Available Facility" means the aggregate for the time being of the Lenders' Available Commitments.

"Bareboat Charter" means each bareboat charter contract between (i) an Owner and the Borrower; (ii) the Borrower and TORM A/S, or (iii) an Owner and TORM A/S, as the case may be, in each case in form and substance satisfactory to the Agent.

"Bareboat Charterer" means each of the Borrower and TORM A/S, as the case may be.

"Base Reference Bank Quotation" means any quotation supplied to the Agent by a Base Reference Bank.

"Base Reference Bank Rate" means, in relation to LIBOR, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Base Reference Banks:

a) (other than where paragraph b) below applies) as the rate at which the relevant Base Reference Bank could borrow funds in the London interbank market in the relevant currency and for the relevant period were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period; or

b) if different, as the rate (if any and applied to the relevant Base Reference Bank and the relevant currency and period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.

7

"Base Reference Banks" means, in relation to LIBOR, the principal London office of ING Bank NV and three prime international banks appointed by the Agent in consultation with the Borrower.

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

a) the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or Unpaid Sum to the last day of the current Interest Period in respect of the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Copenhagen, Amsterdam, New York and London (or any other relevant place of payment under Clause 37 (Payment Mechanics)).

"Cash" shall have the meaning given to such term in Clause 20.1 (Financial definitions).

"Change of Control" means either:

a) any person or group of persons acting in concert gains direct or indirect control of the Borrower where:

i) "control" of the Borrower means:

A) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

I) cast, or control the casting of, more than 50 per cent (50%). of the maximum number of votes that might be cast at a general meeting of the Borrower; or

II) appoint or remove the chairman of the board of directors or the majority of the directors or other equivalent officers of the Borrower; or

III) give directions with respect to the operating and financial policies of the Borrower with which the directors or other equivalent officers of the Borrower are obliged to comply; and/or

B) the holding beneficially of more than 50 per cent. (50%) of the issued share capital of the Borrower (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); and

ii) "acting in concert" means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Borrower by any of them, either directly or indirectly, to obtain or consolidate control of the Borrower, provided that for the avoidance of doubt no action by the Lenders (in any capacity) shall result in those Lenders being deemed to be acting in concert for this purpose; or

b) the Sponsor, directly or indirectly, either:

8

i) ceases to be able through its appointees to the Borrower's board of directors (including the chairman (who shall have the casting vote)) to control the board of directors of the Borrower; or

ii) ceases to own or control at least 33.34 per cent. (33.34%) of the maximum number of votes that might be cast at a general meeting of the Borrower.

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

"Charter" means in relation to a Mortgaged Vessel, any charter commitment or similar contract of employment of that Mortgaged Vessel made between TORM A/S (or any other Group Member, if relevant) and a charterer that is not a Group Member.

"Charter Documents" means, in relation to a Mortgaged Vessel, each Charter of that Mortgaged Vessel, any documents supplementing it and any guarantee or security given by any person for the relevant charterer's obligations under it, as applicable.

"Classification" means, in relation to a Mortgaged Vessel, the classification with the relevant Classification Society specified in respect of such Mortgaged Vessel in Schedule 2 (Vessel Information) (or, in the case of any vessel mortgaged as additional security pursuant to Clause 25.13 (Creation of Additional Security), the classification with a Classification Society notified to the Agent as at the date of creation of such mortgage).

"Classification Society" means, in relation to a Mortgaged Vessel, Lloyds Register, DNV GL or American Bureau of Shipping or another classification society approved by the Agent (acting reasonably) at the request of an Owner.

"Code" means the US Internal Revenue Code of 1986.

"Commitment" means:

a) in relation to the Original Lender, the amount relating to the Original Lender in respect of the "Commitment" in Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

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

"Compliance Certificate" means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate) or otherwise in form and substance satisfactory to the Agent.

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

a) any Group Member or any of its advisers; or

9

b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Group Member or any of its advisers,

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

i) information that:

A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 45 (Confidentiality); or

B) is identified in writing at the time of delivery as non‑confidential by any Group Member or any of its advisers; or

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

ii) any Funding Rate or Base Reference Bank Quotation.

"Confidentiality Undertaking" means a confidentiality undertaking substantially in a recommended form of the LMA amended so as to be addressed to or capable of being relied upon by the Borrower without requiring its signature by virtue of reliance on the Third Parties Act or in any other form agreed between the Borrower and the Agent (a copy of which is provided to the Borrower as soon as reasonable practicable following execution).

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

"Constitutional Documents" means, in respect of an Obligor, such Obligor's certificate of incorporation, memorandum and articles of association, by‑laws or similar or other constitutional documents including as referred to in any certificate relating to the Agent pursuant to this Agreement.

"Contracts" means:

a) the memorandum of agreement dated 28 July 2017 and entered into between Strong Holding Limited as seller and Owner A as buyer; and

b) the memorandum of agreement dated 28 July 2017 and entered into between Strong Holding Limited as seller and Owner A as buyer,

for the acquisition of the Newbuilding Vessels.

"Copenhagen Stock Exchange" means NASDAQ Copenhagen A/S.

"Debt Purchase Transaction" means, in relation to a person, a transaction where such person:

a) purchases by way of assignment or transfer;

b) enters into any sub‑participation in respect of; or

10

c) enters into any other agreement or arrangement having an economic effect substantially similar to a sub‑participation in respect of,

any Commitment or amount outstanding under this Agreement.

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

"Defaulting Lender" means any Lender:

a) which has failed to make its participation in the Loan available or has notified the Agent that it will not make its participation in the Loan available by the Utilisation Date in accordance with Clause 5.4 (Lenders' Participation);

b) which has otherwise rescinded or repudiated a Finance Document; or

c) with respect to which an Insolvency Event has occurred and is continuing, unless, in the case of paragraph a) above:

i) its failure to pay is caused by:

A) administrative or technical error; or

B) a Payment Disruption Event; and,

ii) payment is made within three (3) Business Days of its due date; or

iii) the relevant Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

"Disposal Proceeds" means, in relation to the sale of a Mortgaged Vessel, the proceeds to an Owner or any other Group Member from such sale (net of fees, costs, and expenses payable by an Owner or any Group Member in connection with such sale).

"Disposal Repayment Date" means in relation to:

a) a Total Loss of a Mortgaged Vessel, the applicable Total Loss Repayment Date; or

b) a sale of a Mortgaged Vessel by the relevant Owner, the date upon which such sale is completed by the transfer of title to the relevant purchaser in exchange for payment of all or part of the relevant purchase price.

"Dollars" or "US$" means the lawful currency of the US.

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

11

in general average, any claims under any guarantees related to freight and/or hire payable to an Obligor as a consequence of the operation of that Mortgaged Vessel, all moneys which are at any time payable under the Insurances relating to such Mortgaged Vessel in respect of loss of earnings, if and when that Mortgaged Vessel is employed on terms whereby any moneys described in this definition are pooled or shared with any other person, the proportion of the net receipts of the relevant pooling or sharing arrangements which are attributable to such Mortgaged Vessel and any other money whatsoever due or to become due to an Obligor from third parties in relation to that Mortgaged Vessel, or otherwise.

"Earnings Account" means any Account designated as an "Earnings Account" under Clause 26 (Bank Accounts).

"Earnings Account Pledge" means the account pledge or account charge agreement to be entered into by the Owners in favour of the Security Agent in respect of all amounts from time to time standing to the credit of the Earnings Accounts of the Owners.

"Environmental Approval" means any permit or Authorisation and the filing of any notification, report or assessment required for the operation of the Fleet Vessels under any Environmental Law applicable to the operation of such Fleet Vessel.

"Environmental Claim" means

a) any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law; or

b) any claim by another person which relates to an Environmental Incident or to an alleged Environmental Incident,

and "claim" means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

"Environmental Incident" means

a) any Release from any Fleet Vessel;

b) any incident in which Hazardous Material is Released from a vessel other than a Fleet Vessel and which involves a collision between a Fleet Vessel and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Fleet Vessel is actually or is reasonably likely to be arrested, attached, detained or injuncted and/or a Fleet Vessel and/or the relevant owner or an Owner and/or any operator or manager of a Fleet Vessel is at fault or allegedly at fault or is reasonably likely to be subject to any legal or administrative action; or

c) any other incident in which Hazardous Materials are Released otherwise than from a Fleet Vessel and in connection with which a Fleet Vessel is actually or reasonably likely to be arrested and/or where the relevant owner or an Owner and/or any operator or manager of a Fleet Vessel is at fault or allegedly at fault or is reasonably likely to be subject to any legal or administrative action.

12

"Environmental Laws" means any law relating to pollution or protection of the environment, to the carriage of Hazardous Materials or to actual or threatened Release of Hazardous Materials.

"Event of Default" means any event or circumstance specified as such in Clause 29 (Events of Default).

"Existing Charter Agreement" means in relation to a Mortgaged Vessel, each charter commitment that is for a period in excess of thirteen (13) months (including any optional or automatic extension periods), if any, in effect on the date of this Agreement for that Mortgaged Vessel details of which are provided in Schedule 2 (Vessel information).

"Facility" means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

"Facility Office" means:

a) in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days' written notice) as the office through which it will perform its obligations under this Agreement; or

b) in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

"Facility Period" means the period commencing on the date of this Agreement and ending on the date on which the Agent notifies the Borrower and the other Obligors (which the Agent shall do promptly) that:

a) all amounts which have become due for payment by the Borrower or any other party under the Finance Document have been paid;

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

c) the Borrower has no future or contingent liability under any provision of this Agreement and the other Finance Documents; and

d) there are no Commitments in force.

"Fallback Interest Period" means three (3) months.

"FATCA" means:

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 any law or regulation referred to in paragraph a) above; or

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

13

"FATCA Application Date" means:

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,

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

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

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

"Fee Letter" means any letter between the Borrower and any Finance Party setting out any of the fees referred to in Clause 11 (Fees) or any other fees referred to in this Agreement.

"Final Repayment Date" means, subject to Clause 37.8 (Business Days), 8 September 2024.

"Finance Documents" means this Agreement, any Fee Letter, the Subordination Deed, the Security Documents, any Hedging Contract, any Transfer Certificate or Assignment Agreement, any Selection Notice, any Accession Deed and any other document designated as such by the Agent and the Borrower, provided that where the term "Finance Document" is used in, and construed for the purposes of, this Agreement, the Subordination Deed, or the Security Documents, a Hedging Contract shall be a Finance Document only for the purposes of:

a) the definition of "Material Adverse Effect";

b) the definition of "Secured Obligations";

c) the definition of "Security Document";

d) paragraph a)ii) of Clause 1.2 (Construction);

e) Clause17(Guarantee and Indemnity);

f) Clause 29 (Events of Default) and Clause 29.24 (Acceleration)

g) Clause 30 (Transaction Security); and

h) Clause 34 (The Security Agent).

"Finance Party" means the Agent, the Security Agent, the Arranger, any Hedging Provider or a Lender, provided that where the term "Finance Party" is used in, and construed for the purposes of, this Agreement, the Subordination Deed, or the Security Documents, a Hedging Provider shall be a Finance Party only for the purposes of:

14

a) paragraph c) of the definition of "Material Adverse Effect";

b) the definition of "Secured Parties";

c) the definition of "Security Document";

d) Clause 17 (Guarantee and Indemnity);

e) Clause 30 (Transaction Security);

f) Clause 34 (The Security Agent); and

g) Clause 35 (Conduct of business by the Finance Parties).

"Finance Lease" means any lease or hire purchase contract, a liability under which would, in accordance with GAAP, be treated as a balance sheet liability (other than a lease or hire purchase contract which would, in accordance with GAAP in force on the date of this Agreement have been treated as an operational lease).

"Financial Indebtedness" means any indebtedness for or in respect of:

a) moneys borrowed and debit balances at banks or other financial institutions;

b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

d) the amount of any liability in respect of any Finance Leases;

e) receivables sold or discounted (other than any receivables to the extent they are sold on a non‑recourse basis);

f) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close‑out of that Treasury Transaction, that amount) shall be taken into account);

g) any counter‑indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not a Group Member, which liability would fall within one of the other paragraphs of this definition;

h) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services (other than legal or accounting services) and payment is due more than ninety (90) days after the date of supply;

i) any amounts raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Final Repayment Date or which would under relevant applicable accounting principles be classified as borrowings under GAAP;

j) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under GAAP; and

k) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs a) to j) above.

15

"Flag State" means, in relation to a Mortgaged Vessel, the country specified in respect of such Mortgaged Vessel in (Vessel Information), or such other state or territory as may be approved by all the Lenders, at the request of an Owner, as being the "Flag State" of such Mortgaged Vessel for the purposes of the Finance Documents, provided that, subject to Clause 22.1 (Vessel's name and Registration), each of Singapore, Denmark, Norway, United Kingdom, Isle of Man, Bahamas, Bermuda, Panama, Malta, Marshall Islands, Cyprus, Hong Kong and Liberia shall be deemed to be approved by the Lenders as being a Flag State.

"Fleet Vessel" means each Mortgaged Vessel and any other vessel owned by any Group Member or, for purposes of the definitions of "Environmental Approval", "Environmental Incident", and "Release" and Clause 14.6 (Environmental Indemnity), and Clause 21.10 (Environmental Matters), operated by any Group Member.

"Forecast" means:

a) the Original Forecast; and

b) in relation to any other period, any forecast delivered by the Borrower to the Agent in respect of that period pursuant to paragraph c) of Clause 19.1 (Financial Statements).

"Forward Freight Agreement" means a forward freight agreement made or (as the context may require) to be made between the Borrower and any counterparty thereto in relation to the purposes set out in Clause 28.1 (Hedging), each based on (i) the 2007 terms and conditions of the Forward Freight Agreement Brokers' Association standard contract and/or (ii) the 2002 ISDA Master Agreement and Schedule thereto.

"Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)ii) of Clause 10.4 (Cost of funds).

"GAAP" means International Financial Reporting Standards (as adopted by the EU) and related interpretations as amended, supplemented, issued or adopted from time to time by the International Accounting Standards Board to the extent applicable to the relevant financial statements in respect of the Borrower and its Subsidiaries and otherwise generally accepted accounting principles of the jurisdiction of incorporation of such party consistently applied.

"General Assignment" means, in relation to a Mortgaged Vessel, a first priority assignment of an Owner's and Bareboat Charterers' interest in such Mortgaged Vessel's Insurances, Earnings, Requisition Compensation, Bareboat Charters and any Charter in excess of thirteen (13) months (including any optional or automatic extension periods) in relation to such Mortgaged Vessel (and any guarantee of such Charter) (without step-in rights), entered or to be entered into by an Owner and Bareboat Charterers in favour of the Security Agent in the agreed form.

"Group" means the Borrower and its Subsidiaries for the time being and, for the purposes of Clause 19.1 (Financial Statements) and Clause 20 (Financial Covenants), any other entity required to be treated as a subsidiary in its consolidated accounts in accordance with GAAP and/or any applicable law.

"Group Member" means any Obligor and any other entity which is a member of the Group.

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"Guarantors" means each Original Guarantor and each Additional Guarantor and "Guarantor" means any of them.

"Hazardous Material"means (a) any chemical, material, waste or other substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, restricted waste, toxic, a contaminant, a pollutant, industrial waste, special waste, or radioactive, under or pursuant to any applicable law, and (b) any other chemical, material, substance or waste, exposure to or Release of which is prohibited or regulated in any way by any governmental authority having competent jurisdiction, including, in either case, petroleum and all derivatives thereof or synthetic substitutes therefor.

"Hedging Contract" means any Hedging Transaction between the Borrower or TORM A/S and any Hedging Provider pursuant to any Hedging Master Agreement and includes any Hedging Master Agreement and any Confirmations from time to time exchanged under it and governed by its terms relating to that Hedging Transaction.

"Hedging Master Agreements" means the agreements made or (as the context may require) to be made between the Borrower or TORM A/S and the Hedging Providers in relation to the purposes set out in Clause 28.1 (Hedging), and "Hedging Master Agreement" means any of them.

"Hedging Providers"means any bank or financial institution which is either:

a) a Lender; or

b) any Affiliate of a Lender who accedes to this Agreement pursuant to Clause 30.2 (Hedging Providers);

and, in each case, which enters into or provides a Hedging Transaction and includes their respective successors in title and "Hedging Provider"means any of them.

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

"Historic Screen Rate" means, in relation to any Loan, the most recent applicable Screen Rate for the currency of that Loan and for a period equal in length to the Interest Period of that Loan and which is as of a day which is no more than one day before the Quotation Day.

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

"Impaired Agent" means the Agent at any time when:

a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

b) the Agent otherwise rescinds or repudiates a Finance Document;

c) (if the Agent is also a Lender) it is a Defaulting Lender under paragraph a) or b) of the definition of "Defaulting Lender"; or

d) an Insolvency Event has occurred and is continuing with respect to the Agent;

unless, in the case of paragraph a) above:

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i) its failure to pay is caused by:

A) administrative or technical error; or

B) a Disruption Event; and

  payment is made within 3 Business Days of its due date; or

ii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

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

"Increase Lender" has the meaning given to that term in Clause 2.2 (Increase).

"Increased Costs"has the meaning given to it in Clause 13.1 (b) (Increased Costs);

"Indemnified Person" means:

a) each Finance Party and each Receiver and Delegate and any attorney, agent or other person appointed by any of them under the Finance Documents;

b) each Affiliate of those persons; and

c) any officers, employees or agents of any of the above persons.

"Initial Borrowing Date" means the Utilisation Date on which the first Utilisation is advanced to the Borrower.

"Insolvency Event" in relation to an entity, means that the entity:

a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

b) admits in writing its inability generally to pay its debts as they become due;

c) makes a general assignment, arrangement or composition with or for the benefit of its creditors;

d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding‑up or liquidation by it or such regulator, supervisor or similar official;

e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding‑up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph d) above and:

i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding‑up or liquidation; or

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ii) Is not dismissed, discharged, stayed or restrained in each case within thirty (30) days of the institution or presentation thereof;

f) has a resolution passed for its winding‑up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

g) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made or is made, by a person or entity described in paragraph d) above);

h) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) days thereafter;

i) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs a) to h) above; or

j) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

"Insurance Notice" means, in relation to a Mortgaged Vessel, a notice of assignment in the form scheduled to the Mortgaged Vessel's General Assignment or otherwise in agreed form.

"Insurances" means, in relation to a Mortgaged Vessel:

a) all policies and contracts of insurance; and

b) all entries in a protection and indemnity or war risks or other mutual insurance association,

which are from time to time required to be obtained or maintained in respect of that Mortgaged Vessel by any Group Member pursuant to the terms of this Agreement.

"Interest Period" means, in relation to the Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default Interest).

"Interpolated Historic Screen Rate" means, in relation to the Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

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

b) the most recent applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of the Loan,

each for the currency of the Loan and each of which is as of a day which is no more than one day before the Quotation Day.

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"Interpolated Screen Rate" means, in relation to LIBOR for the Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period; and

b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period,

each as of 11:00 a.m. on the Quotation Day.

"Intra-Group Creditor" means any Group Member that is or becomes a creditor of an Obligor under an intercompany loan.

"ISM Code" means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.

"ISPS Code" means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization's (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

"Legal Reservations" means:

a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

b) the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for, or indemnify a person against, non‑payment of UK stamp duty may be void and defences of set‑off or counterclaim;

c) similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

d) any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinions delivered to the Agent under Clause 4 (Conditions of Utilisation) or Clause 32.2 (Additional Guarantors).

"Lenders" means:

a) the Original Lender; and

b) any bank, financial institution, trust, fund or other entity, which has become a Party as a Lender in accordance with Clause 2.2 (Increase) or Clause 31 (Changes to the Lenders),

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

"LIBOR" means, in relation to the Loan:

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a) the applicable Screen Rate as of 11:00 a.m. on the Quotation Day for Dollars and for a period equal in length to the Interest Period of the Loan; or

b) as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate),

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

"Limitation Acts" means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

"Loan" means the loan made or to be made under the Facility in up to three Utilisations, or the principal amount of the loan for the time being outstanding under this Agreement.

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

"Loss Payable Clauses" means, in relation to a Mortgaged Vessel, the provisions concerning payment of claims under the Mortgaged Vessel's Insurances in the form scheduled to the Mortgaged Vessel's General Assignment or in such other approved form.

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

"Major Casualty Amount" means US$1,000,000 or the equivalent in any other currency.

"Majority Lenders" means a Lender or Lenders whose Commitments aggregate sixty six and two thirds per cent. (66²/3%) or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated sixty six and two thirds per cent. (66²/3%) or more of the Total Commitments immediately prior to that reduction).

"Margin" means 2.05% per annum.

"Market Value" means, in respect of a Mortgaged Vessel, the fair market value of such Mortgaged Vessel as determined in accordance with Clause 25 (Minimum Security Value).

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

a) the business or financial condition of the Group taken as a whole; or

b) the ability of the Obligors taken as a whole to perform their obligations under the Finance Documents; or

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

"Minimum Value" means the amount in Dollars which is at that time equal to one hundred and thirty per cent. (130%) of the principal amount of the Loan outstanding, minus, in relation to any Mortgaged Vessel which has become a Total Loss but whose Disposal Repayment Date has not then occurred, such proportion of the Loan as

21

the Market Value of such Mortgaged Vessel bore to the aggregate Market Value of all the Mortgaged Vessels (including the relevant Mortgaged Vessel) immediately before its Total Loss.

"Mortgage" means,in relation to a Mortgaged Vessel, a first priority or first preferred mortgage in respect of the Mortgaged Vessel in the agreed form entered or to be entered into byan Owner in favour of the Security Agent, together with, to the extent required, any collateral deed of covenants in the agreed form.

"Mortgage Period" means, in relation to a Mortgaged Vessel, the period from the date the Utilisation is made in respect of such Mortgaged Vessel until the date the Mortgage or other Security Interest in respect of such Mortgaged Vessel and/or its Earnings, Insurances and Requisition Compensation is released and discharged or, if earlier, its Total Loss Date.

"Mortgaged Vessel" means each vessel listed in Schedule 2 (Vessel Information) and any other Fleet Vessel, in each case, which is subject to a Mortgage and/or whose Earnings, Insurances and Requisition Compensation are subject to a Security Interest under the Finance Documents.

"New Lender" has the meaning given to such term in Clause 31.1 (Assignment and Transfers by the Lenders).

"Newbuilding Tranche" means the tranche of the Facility available to finance the Newbuilding Vessels in an amount of up to forty million nine hundred and fifty thousand Dollars (US$ 40,950,000).

"Newbuilding Vessels" means Vessel 2 and Vessel 3 (as set out in Schedule 2).

"Obligor" means the Borrower or a Guarantor.

"Obligors' Agent" means the Borrower, appointed to act on behalf of each other Obligor in relation to the Finance Documents pursuant to Clause 2.4 (Obligors' Agent).

"Original Financial Statements" means the audited annual consolidated financial statements of the Borrower for the Borrower's financial year ended 31 December 2016 and the consolidated unaudited financial statements of the Borrower for the half year period ending on 30 June 2017.

"Original Forecast" means the Forecast for the financial year commencing on 1 January 2017 and ending on 31 December 2017 delivered to the Agent pursuant to Clause 4.1 (Initial Conditions Precedent).

"Owner" means each of Owner A and Owner B.

"Owner A" means VesselCo 12 Pte. Ltd. with registration no. 201722138W and address at 6 Battery Road #27-02, Singapore 049909.

"Owner B" means TORM Singapore Pte. Ltd. with registration no. 200401555Z and address at 6 Battery Road #27-02, Singapore 049909.

"Owners' Guarantees" means the guarantees and indemnities provided by an Owner as set out in Clause 17 (Guarantee and Indemnity).

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

"Party" means a party to this Agreement.

"Payment Disruption Event"means either or both of:

a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

b) the occurrence of any other event which results in a disruption (of a technical or systems‑related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

i) from performing its payment obligations under the Finance Documents; or

ii) from communicating with other Parties in accordance with the terms of the Finance Documents, and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

"Permitted Maritime Liens" means, in relation to a Mortgaged Vessel:

a) any ship repairer's or outfitter's lien (whether or not constituting a maritime lien) arising in connection with such Mortgaged Vessel being put into the possession of any other person as permitted by Clause 23.12 (Repairer's Liens), or any work carried out while the Mortgaged Vessel is in such person's possession;

b) any lien on such Mortgaged Vessel for master's, officer's or crew's wages outstanding in the ordinary course of its trading;

c) any lien on such Mortgaged Vessel for salvage; and

d) any lien arising solely by operation of law and/or in the ordinary course of business and which does not secure Financial Indebtedness.

"Permitted Security Interests"means, in relation to any asset,any Security Interest over it which is:

a) granted by the Finance Documents; or

b) a Permitted Maritime Lien; or

c) is approved by the Majority Lenders; or

d) in relation to Taxes not overdue, or, in the case of income and property taxes and assessments, which are being contested in good faith with due diligence and where the relevant Obligor or the Group as a whole has adequate cash reserves in excess of such contested sums; or

e) a lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any Group Member; or

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f) any netting or set-off arrangement entered into by an Owner in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances.

"Quotation Day" means, in relation to any period for which an interest rate is to be determined, two (2) Business Days before the first day of that period unless market practice differs in the London interbank market for Dollars, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Day will be the last of those days).

"RCF Facility" means the "Facility" under and as defined in the RCF Facility Agreement.

"RCF Facility Agreement" means the working capital facility agreement comprising a US$75,000,000 revolving credit facility made between, among others, TORM A/S as borrower, and Danske Bank A/S as agent dated 13 July 2015, as amended, restated, replaced and/or refinanced from time to time.

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

"Refinancing Tranche" means the tranche of the Facility available to finance Vessel 1 (as set out in Schedule 2), in an amount of up to five million seven hundred and seventy five thousand Dollars (US$5,775,000).

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

"Release"means, in relation to a Fleet Vessel, any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, seeping, dispersal, leaching, dumping, disposing of, depositing, migrating or placing, including movement through, into or upon, the environment or otherwise entering into the indoor or outdoor environment, including any natural or man‑made structure (including the abandonment or discarding of barrels, containers, and other receptacles containing any Hazardous Material), and "Released" shall be construed accordingly.

"Relevant Affiliate" means, in relation to any Obligor or Group Member:

a) a Subsidiary of that Obligor or Group Member; or

b) a Holding Company of that Obligor or Group Member; or

c) any other Subsidiary of that Holding Company,

but in each case excluding the Sponsor and excluding any Affiliate of the Sponsor which is not a Group Member (other than any Affiliate of the Sponsor which is the immediate Holding Company of the Borrower).

"Relevant Jurisdiction" means, in relation to an Obligor:

a) its jurisdiction of incorporation;

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b) any jurisdiction where any asset (other than a Mortgaged Vessel and the assets which are the subject of the General Assignment) subject to or intended to be subject to any Transaction Security created or to be created by it is situated;

c) the Flag State of any Mortgaged Vessel in respect of which it is the Owner; and

d) any jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

"Repayment Date" means each Repayment Date as determined in accordance with Clause 6 (Repayment).

"Repeating Representations" means each of the representations and warranties set out in Clauses 18.1 (Status) to and including Clause 18.6 (Governing Law and Enforcement) (except for those contained in Clause 18.2 (Binding Obligations) to the extent that the circumstances giving rise to a misrepresentation as a result of the repetition of Clause 18.2 (Binding Obligations) also constitute an Event of Default under Clause 29.13 (Unlawfulness and Invalidity)), 18.7a) (Information), 18.15 (No Proceedings Pending or Threatened), and 18.32 (Sanctions).

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

"Requisition Compensation" means, in relation to a Mortgaged Vessel, any compensation paid or payable by a government entity for the requisition for title, confiscation or compulsory acquisition of such Mortgaged Vessel (other than by way of requisition of hire).

"Restricted Party" means a person:

a) that is listed on any Sanctions List (whether designated by name or by reason of being included in a class of person) or otherwise is a target of Sanctions Laws;

b) that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of any country or territory that is the target of comprehensive, country- or territory-wide Sanctions Laws;

c) that is directly or indirectly owned or controlled by a person referred to in a) and/or b) above; or

d) with which any national of a Sanctions Authority is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws.

"Sanctions Authority" means (a) the United Nations, the European Union, the member states of the European Union, the United Kingdom, Singapore, the US or any country to which any Obligor, or any other Group Member or any Relevant Affiliate or any of them is bound or (b) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury ("OFAC"), the United States Department of State and Her Majesty's Treasury.

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

"Sanctions List" means any list of persons or entities published in connection with Sanctions Laws, by or on behalf of any Sanctions Authority.

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"Scheduled Amortisation Payment" means the amount set forth on Schedule 10 (Scheduled Amortisation Payments) for each Repayment Date as such Schedule 10 may be updated as contemplated in Clause 6.1b).

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

"Secured Obligations" means all the liabilities and all other present and future liabilities and obligations at any time due, owing or incurred by any Obligor or any other Group Member to any Secured Party under any of the Finance Documents, both actual and contingent and whether incurred solely or jointly and as principal or surety or in any other capacity.

"Secured Parties" means the Finance Parties and any Receiver or Delegate from time to time but, in the case of each Finance Party, only if it is a Party or has acceded to this Agreement and the Subordination Deed.

"Security Documents" means:

a) the Mortgage in respect of each of the Mortgaged Vessels;

b) the General Assignment in relation to each of the Mortgaged Vessels;

c) the Share Security in relation to each of the Owners;

d) the Earnings Account Pledge; and

e) any other document as may be executed to guarantee and/or secure any amounts owing to the Finance Parties under this Agreement and any other Finance Document (other than documents under which a guarantee or security is provided solely for a Hedging Contract).

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

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

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

"Share Security" means, in relation to Owner A, the document constituting a first priority Security Interest by the Borrower in favour of the Security Agent in the agreed form in respect of all of the shares in Owner A.

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"Sponsor" means Oaktree Capital Management, L.P. and any fund or funds solely managed by Oaktree Capital Management, L.P.

"Subordination Deed" means the subordination deed dated on or about the date of this Agreement and made between, among others, the Borrower, the Obligors, the Intra-Group Creditors, the Agent, the Security Agent, the Lenders and the Hedging Providers.

"Subsidiary" means in relation to any company, corporation, limited liability partnership or other legal entity (a "holding company"), a company, corporation, limited liability partnership or other legal entity:

a) which is controlled, directly or indirectly, by the holding company; or

b) more than half the issued share capital of which is beneficially owned, directly or indirectly, by the holding company; or

c) which is a subsidiary of another Subsidiary of the holding company,

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

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

"Third Parties Act" has the meaning given to such term in Clause 1.3 (Third Party Rights).

"TORM A/S" means TORM A/S with CVR no. 22460218 and address at Tuborg Havnevej 18, 2900 Hellerup, Denmark.

"Total Commitments" means the aggregate of the Commitments being forty six million seven hundred and twenty five thousand Dollars (US$46,725,000) at the date of this Agreement.

"Total Loss" means, in relation to a Mortgaged Vessel, its:

a) actual, constructive, compromised, agreed or arranged total loss; or

b) requisition for title, confiscation or other compulsory acquisition by a government entity (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to extension); or

c) hijacking, theft, condemnation, capture, seizure, or disappearance for more than one hundred twenty (120) days or such longer period as may be agreed by the Majority Lenders.

"Total Loss Date" means, in relation to the Total Loss of a Mortgaged Vessel (but, for the purposes of this definition, ignoring any time periods set out in the definition of "Total Loss"):

a) in the case of an actual total loss, the date it happened or, if such date is not known, the date on which the Mortgaged Vessel was last reported;

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

27

i) the date notice of abandonment of the Mortgaged Vessel is given to its insurers; or

ii) if the insurers do not admit such a claim, the date later determined by a competent court of law to have been the date on which the total loss happened; or

iii) the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the Mortgaged Vessel's insurers;

c) in the case of a requisition for title, confiscation or compulsory acquisition, the date falling ninety (90) days after the date upon which such event happened; and

d) in the case of hijacking, theft, condemnation, capture, seizure, or disappearance, the date than one hundred twenty (120) days (or such longer period as may be agreed by the Majority Lenders) after the date upon which such event happened.

"Total Loss Repayment Date" means where a Mortgaged Vessel has become a Total Loss the earlier of:

a) the date falling ninety (90) days after its Total Loss Date; and

b) the date upon which insurance proceeds or Requisition Compensation for such Total Loss are paid by insurers or the relevant government entity.

"Tranches" means together the Newbuilding Tranche and the Refinancing Tranche and each a "Tranche".

"Transaction Documents" means the Finance Documents and the Bareboat Charters.

"Transaction Security" means the Security Interests created or expressed to be created pursuant to the Security Documents and the Owners' Guarantees.

"Transfer Certificate" means a certificate substantially in the form set out in Schedule 6 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.

"Transfer Date" means, in relation to an assignment or transfer, the later of:

a) the proposed Transfer Date specified in the Assignment Agreement or Transfer Certificate; and

b) the date on which the Agent executes the Assignment Agreement or Transfer Certificate.

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

"Trust Property" means, collectively:

a) all moneys duly received by the Security Agent under or in respect of the Finance Documents;

b) the Security Interests, guarantees, security, powers and rights given to the Security Agent under and pursuant to the Finance Documents including, without limitation, the covenants given to the Security Agent in respect of all obligations of any Obligor;

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c) all assets paid or transferred to or vested in the Security Agent or its agent or received or recovered by the Security Agent or its agent in connection with any of the Finance Documents whether from any Obligor or any other person; and

d) all or any part of any rights, benefits, interests and other assets at any time representing or deriving from any of the above, including all income and other sums at any time received or receivable by the Security Agent or its agent in respect of the same (or any part thereof).

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

"US" means the United States of America.

"US Tax Obligor" means:

a) the Borrower to the extent it is resident for tax purposes in the US; or

b) an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

"USA PATRIOT Act" has the meaning given to such term in Clause 50 (Patriot Act).

"Utilisation" means the making available of all or part of the Facility.

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

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

"VAT" means:

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 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.

1.2 Construction

a) Unless a contrary indication appears, any reference in any of the Finance Documents to:

i) Sections, Clauses and Schedules are to be construed as references to the Sections and Clauses of, and the Schedules to, the relevant Finance Document and references to a Finance Document include its Schedules;

ii) a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as it may from time to time be amended, restated, novated or replaced, however fundamentally (and shall include the circumstances described in Clause 17.4e));

iii) words importing the plural shall include the singular and vice versa;

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iv) a time of day is to Copenhagen time;

v) any person includes its successors in title, permitted assignees or transferees;

vi) "agreed form" means:

A) where a Finance Document has already been executed by all of the relevant parties, such Finance Document in its executed form;

B) prior to the execution of a Finance Document, the form of such Finance Document separately agreed in writing between the Agent and the Borrower as the form in which that Finance Document is to be executed or another form approved at the request of the Borrower;

vii) "approved by the Majority Lenders" or "approved by the Lenders" means approved in writing by the Agent acting on the instructions of the Majority Lenders or, as the case may be, all of the Lenders (on such conditions as they may respectively impose) and otherwise "approved" means approved in writing by the Agent (on such conditions as the Agent may impose) and "approval" and "approve" shall be construed accordingly;

viii) "assets" includes present and future properties, revenues and rights of every description;

ix) "charter commitment" means, in relation to a vessel, any charter or contract for the employment of that vessel or the carriage of people and/or cargo or the provision of services by or from it and includes any agreement for pooling or sharing income derived from any such charter or contract;

x) the term "disposal" or "dispose" means a sale, transfer or other disposal (including by way of lease or loan but not including by way of loan of money) by a person of all or part of its assets, whether by one transaction or a series of transactions and whether at the same time or over a period of time, but not the creation of a Security Interest;

xi) the "equivalent" of an amount specified in a particular currency (the "specified currency amount") shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specified currency amount in the London foreign exchange market at or about 11 a.m. on the date the calculation falls to be made for spot delivery, as conclusively determined by the Agent (with the relevant exchange rate of any such purchase being the "Agent's spot rate of exchange");

xii) "euro/€"means the lawful currency of the Participating Member States and, in respect of all payments to be made under the Finance Documents in euro, funds which are for the same day settlement in the European Interbank Payments System (or such other funds as may at the relevant time be customary for the settlement of international banking transactions denominated in euro);

xiii) a "government entity" means any government, state or agency of a state;

xiv) a "guarantee" means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

xv) "indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

xvi) "month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:

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A) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that month (if there is one) or on the immediately preceding Business Day (if there is not); and

B) if there is no numerically corresponding day in that month, that period shall end on the last Business Day in that month, and the above rules in paragraph A) and B) will only apply to the last month of any period;

xvii) an "obligation" means any duty, obligation or liability of any kind;

xviii) something being in the "ordinary course of business" of a person means something that is in the ordinary course of that person's day‑to‑day business (and not merely anything which that person is entitled to do under its Constitutional Documents);

xix) pay, prepay or repay in Clause 27 (Business Restrictions) includes by way of set‑off, combination of accounts or otherwise;

xx) a "person" includes any individual, firm, company, corporation, government entity or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

xxi) a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self‑regulatory or other authority or organisation and includes (without limitation) any regulation relating to Basel II or Basel III;

xxii) "right" means any right, privilege, power or remedy, any proprietary interest in any asset and any other interest or remedy of any kind, whether actual or contingent, present or future, arising under contract or law, or in equity;

xxiii) "trustee, " "fiduciary" and "fiduciary duty" has in each case the meaning given to such term under applicable law;

xxiv) the "winding up," "dissolution," or "administration" of person or (ii) a "receiver" or "administrative""receiver" or "administrator" in the context of insolvency proceedings or security enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings or any equivalent and analogous person or appointee (respectively) under the law of the jurisdiction in which such person is established or incorporated or any jurisdiction in which such person carries on business including (in respect of proceedings) the seeking or occurrences of liquidation, winding‑up, reorganisation, dissolution, administration, judicial management, arrangement, adjustment, protection or relief of debtors; and

xxv) a provision of law is a reference to that provision as amended or re‑enacted.

b) Where in this Agreement a provision includes a monetary reference level in one currency, unless a contrary indication appears, such reference level is intended to apply equally to its equivalent in other currencies as of the relevant time for the purposes of applying such reference level to any other currencies.

c) Section, Clause and Schedule headings are for ease of reference only.

d) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

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e) A Default (other than an Event of Default) is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been waived by the Agent (acting on the instructions of all of the Lenders).

1.3 Third Party Rights

a) Unless expressly provided to the contrary in a Finance Document for the benefit of a Finance Party or another Indemnified Person, a person who is not a party to a Finance Document has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or to enjoy the benefit of any term of the relevant Finance Document.

b) Any Finance Document may be rescinded or varied by the parties to it without the consent of any person who is not a party to it (unless otherwise provided by this Agreement).

c) An Indemnified Person who is not a party to a Finance Document may only enforce its rights under that Finance Document through a Finance Party and if and to the extent and in such manner as the Finance Party may determine.

1.4 Conflict of Documents

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

2. THE FACILITY

2.1 The Facility

Subject to the terms of this Agreement, the Lenders severally agree to provide to the Borrower a term loan facility in an aggregate amount equal to the Total Commitments, which will be available in up to three (3) Utilisations as follows:

a) a Utilisation up to the Refinancing Tranche, which will be available in order to refinance Vessel 1;

b) a Utilisation up to 50% of the Newbuilding Tranche, which will be available in order to finance Vessel 2, subject to a maximum amount of 65 % of the acquisition price of Vessel 2 as set out in the relevant Contract; and

c) a Utilisation up to 50% of the Newbuilding Tranche, which will be available in order to finance Vessel 3, subject to a maximum amount of 65 % of the acquisition price of Vessel 3 as set out in the relevant Contract.

2.2 Increase

a) The Borrower may, by giving prior notice to the Agent by no later than the date falling fifteen (15) Business Days after the effective date of a cancellation of:

i) the Available Commitments of a Defaulting Lender in accordance with Clause 7.7 f) (Right of Replacement or Cancellation and Prepayment in Relation to a Single Lender); or

ii) the Commitments of a Lender in accordance with Clause 7.1 (Illegality),

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request that the Commitments be increased (and the Commitments shall be so increased) in an aggregate amount of up to the amount of the Available Commitment or Commitments so cancelled as follows:

A) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an "Increase Lender") selected by the Borrower (each of which shall not be a Group Member and which is further acceptable to the Agent (acting reasonably)) and each of which confirms in writing its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been the Original Lender;

B) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been the Original Lender;

C) each Increase Lender shall become a Party as a "Lender" and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been the Original Lender;

D) the Commitments of the other Lenders shall continue in full force and effect; and

E) any increase in the Commitments shall take effect on the date specified by the Borrower in the notice referred to above or any later date on which the conditions set out in Clause 2.2b) below are satisfied.

b) An increase in the Commitments will only be effective on:

i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;

ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase (A) the Increase Lender entering into documentation required for it to accede as a party to this Agreement and the Subordination Deed and (B) the performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Borrower and the Increase Lender.

c) Each of the other Finance Parties hereby appoint the Agent as its agent to execute on its behalf any Increase Confirmation delivered to the Agent in accordance with this Clause 2.2.

d) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

e) Unless the Agent otherwise agrees or the increased Commitments are assumed by an existing Lender, the Borrower shall, not later than on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of three thousand five hundred Dollars (US$3,500) and the Borrower shall promptly on demand pay the Agent and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by either of them, and, in the case of the Security Agent, by any Receiver or Delegate, in connection with any increase in Commitments under this Clause 2.2.

f) The Borrower shall pay to the Increase Lender any fee in the amount and at the times agreed between the Borrower and the Increase Lender in any letter between the Borrower and the Increase Lender setting out

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such fee. A reference in this Agreement to a Fee Letter shall include any letter referred to in this Clause 2.2 f).

g) Clause 31.4 (Limitation of Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2g) in relation to an Increase Lender as if references in that clause to:

i) an "Existing Lender" were references to all the Lenders immediately prior to the relevant increase;

ii) the "New Lender" were references to that "Increase Lender"; and

iii) a "re assignment" and "re-transfer" were references to a "transfer" and "assignment".

2.3 Finance Parties' Rights and Obligations

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

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

c) A Finance Party may separately enforce its rights under the Finance Documents, provided that no Finance Party shall have any independent power to enforce, or have recourse to, any of the Security under the Security Documents or to exercise any right, power, authority or discretion arising under the Security Documents except through the Agent or Security Agent.

2.4 Obligors' Agent

a) Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

i) the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions, to execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had

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expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail.

3. PURPOSE

3.1 Purpose

The Borrower shall apply all amounts borrowed under the Facility towards (i) the partial refinancing of Vessel 1 and (ii) the financing of the Newbuilding Vessels.

3.2 Monitoring

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

4. CONDITIONS OF UTILISATION

4.1 Initial Conditions Precedent

a) The Lenders will only be obliged to comply with Clause 5.4 (Lenders' Participation) in relation to the initial Utilisation if on or before the Utilisation Date for that Utilisation the Agent, or its duly authorised representative, has received all of the documents and other evidence listed in Part 1 of Schedule 3 (Conditions Precedent to Delivery of a Utilisation Request) and in Part 2 of Schedule 3 (Conditions Precedent to Utilisation) in each case in form and substance satisfactory to the Agent.

b) The Lenders will only be obliged to comply with Clause 5.4 (Lenders' Participation) in relation to each Utilisation if on or before the Utilisation Date for that Utilisation the Agent, or its duly authorised representative, has received all of the documents and other evidence listed in Part 2 of Schedule 3 (Conditions Precedent to Utilisation) in respect of the Mortgaged Vessel(s) for which such Utilisation is made in each case in form and substance satisfactory to the Agent.

4.2 Notice to Lenders

The Agent shall notify the Borrower and the Lenders promptly upon receiving and being satisfied with all of the documents and evidence delivered to it under Clause 4.1 (Initial Conditions Precedent). Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification referred to in this Clause 4.2, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.3 Further Conditions Precedent

Subject to Clause 4.1 (Initial Conditions Precedent), the Lenders will only be obliged to comply with Clause 5.4 (Lenders' Participation) if on the date of a Utilisation Request and on a proposed Utilisation Date:

a) no Default is continuing or would result from the proposed Utilisation; and

b) all of the representations set out in Clause 18 (Representations) are true in all material respects (or with respect to any such representations which are already qualified by materiality, in all respects).

4.4 Waiver of Conditions Precedent

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The conditions in this Clause 4 are inserted solely for the benefit of the Finance Parties and may be waived on their behalf in whole or in part and with or without conditions by the Agent acting on the instructions of the Majority Lenders (or, in relation to those conditions precedent which are expressed in Schedule 3 (Conditions Precedent) to require all Lender approval, on the instructions of all Lenders).

5. UTILISATION

5.1 Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the Agent of duly completed Utilisation Requests not later than 10:00 a.m. three (3) Business Days before a proposed Utilisation Date.

5.2 Completion of a Utilisation Request, number and amount of Utilisations

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

i) the proposed Utilisation Date is a Business Day within the Availability Period;

ii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and Amount);

iii) the proposed Interest Period complies with Clause 9 (Interest Periods); and

iv) it identifies the purpose for the Utilisation and that purpose complies with Clause 3 (Purpose).

b) The Facility may be utilised in up to three (3) Utilisations as follows:

i) provided that the conditions precedent listed in Part 2 of Schedule 3 (Conditions Precedent to Utilisation) have been satisfied in respect of Vessel 1, a part of the Facility equal to the Refinancing Tranche will be available for Utilisation;

ii) provided that the conditions precedent listed in Part 2 of Schedule 3 (Conditions Precedent to Utilisation) have been satisfied in respect of Vessel 2, a part of the Facility equal to 50% of the Newbuilding Tranche will be available for Utilisation;

iii) provided that the conditions precedent listed in Part 2 of Schedule 3 (Conditions Precedent to Utilisation) have been satisfied in respect of Vessel 3, a part of the Facility equal to 50% of the Newbuilding Tranche will be available for Utilisation; and

iv) the amount of each proposed Utilisation must not exceed the Available Facility and when added to the principal amount of the Loan outstanding immediately prior to such Utilisation must not exceed the Total Commitments.

5.3 Currency and Consolidation

a) The currency specified in a Utilisation Request must be Dollars.

b) The principal amount of each Utilisation shall be consolidated with the principal amount of the Loan outstanding at the time of that Utilisation so that all Utilisations, once advanced, will form one Loan.

5.4 Lenders' Participation

a) If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Utilisation available by the proposed Utilisation Date through its Facility Office.

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b) The amount of each Lender's participation in each Utilisation will be equal to the proportion borne by its Available Commitment to the relevant Available Facility immediately prior to making the Utilisation.

c) The Agent shall promptly notify each Lender of the amount of the requested Utilisation and the amount of its participation in the Utilisation, in each case by 11:00 a.m. on the relevant Quotation Day.

d) The Agent shall pay all amounts received by it in respect of the Utilisation (and its own participation in it, if any) to the Borrower or for its account in accordance with the instructions contained in the relevant Utilisation Request.

5.5 Cancellation of Commitments

The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for the Facility.

6. REPAYMENT

6.1 Repayment of Loan

a) To the extent not previously reduced and/or rescheduled in accordance with paragraph (c) below, the Borrower shall by no later than 3:00 p.m. on each Repayment Date repay an amount of each Utilisation under the Loan equal to the Scheduled Amortisation Payment for such Repayment Date, as set forth in Schedule 10 (Scheduled Amortisation Payments).

b) Schedule 10 (Scheduled Amortisation Payments) shall be updated by the Agent in connection with each Utilisation on the basis of the following parameters:

i) the first Repayment Date of each Utilisation shall be the date falling 3 months after such Utilisation and each subsequent Repayment Date in relation to such Utilisation shall be the dates falling with consecutive intervals of three months thereafter;

ii) if the amount of the Facility that is utilised is less than the full Facility the Scheduled Amortisation Payments shall be reduced pro-rata;

iii) Scheduled Amortisation Payments in respect of the Utilisation attributed to Vessel 1 shall be determined by the Agent on the basis that the portion of the Loan attributed to Vessel 1 is repaid in full by the time that that Vessel 1 is 20 years of age; and

iv) Scheduled Amortisation Payments in respect of the Utilisations attributed to a Newbuilding Vessel shall be determined by the Agent on the basis that the portion of the Loan attributed to such Newbuilding Vessel is repaid in full by the time that that such Newbuilding Vessel is 17 years of age.

The latest updated version of Schedule 10 prepared by the Agent shall be the applicable version for purposes of this Agreement.

c) If any Commitments have been partially reduced under this Agreement and/or any part of the Loan is prepaid (other than under Clause 6.1a) above) before any Repayment Date, the amount of the instalments by which the Loan shall be repaid under Clause 6.1 above on any such Repayment Date (as reduced by any earlier operation of this Clause 6.1c)) shall be reduced pro rata to such reduction in the Total Commitments and the Scheduled Amortisation Payments shall be reduced on a pro rata basis.

d) No amounts repaid under this Clause 6.1 may be reborrowed.

6.2 Final Repayment Date

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

7. ILLEGALITY, PREPAYMENT AND CANCELLATION

7.1 Illegality

If it becomes unlawful (including, without limitation, if it becomes unlawful under or contrary to any applicable Sanctions Laws) in any applicable jurisdiction for a Lender to perform any of its obligations or to collect or claim any amount under the Loan as contemplated by this Agreement or to fund or maintain its participation in the Loan:

a) that Lender shall promptly notify the Agent upon becoming aware of that event;

b) upon the Agent notifying the Borrower, each Available Commitment of that Lender will be immediately cancelled and the undrawn Total Commitments shall each be reduced rateably; and

c) to the extent that the Lender's participation has not been transferred pursuant to Clause 31.1 (Assignments or Transfers by the Lenders), the Borrower shall repay that Lender's participation in the Loan on the last day of the Interest Period for such period occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.

7.2 Mandatory Prepayment - Change of Control

a) Each Obligor shall promptly notify the Agent upon becoming aware of a Change of Control.

b) If a Change of Control occurs and unless the Agent has previously approved the Change of Control (acting on the instructions of all Lenders, whose consent shall not be unreasonably withheld or delayed) the Total Commitments shall be cancelled with effect from the date such Change of Control occurs and the Loan and all other outstanding obligations under this Agreement and any of the other Finance Documents shall be payable not later than the date falling thirty (30) days after the date on which such Change of Control occurs.

7.3 Mandatory Prepayment – Security Value

In the event that, following the receipt of the notice from the Agent under Clause 25.12 (Security Shortfall), the Borrower does not comply with the provisions of Clause 25.12 (Security Shortfall), the Borrower shall be immediately obliged to prepay such amount of the Loan as shall be required in order to ensure that the Security Value equals or exceeds the Minimum Value.

7.4 Mandatory prepayment - Sale or Total Loss of a Mortgaged Vessel

a) Provided that no Default has occurred and is continuing and without prejudice to the requirement set out in Clause 25.12 (Security Shortfall) that the Security Value shall at all times be equal to the Minimum Value, in connection with any sale or Total Loss of a Mortgaged Vessel, on the applicable Disposal Repayment Date relating to such Mortgaged Vessel, the Borrower shall prepay such amount of the Loan as may be necessary to ensure that (on the basis of valuations of the Mortgaged Vessels that are no older than thirty (30) days as at the relevant Disposal Repayment Date), the ratio of the outstanding Loan after such prepayment to the

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Security Value after such sale or Total Loss shall be no higher than the ratio of the outstanding Loan prior to such prepayment to the Security Value prior to such sale or Total Loss.

b) If a Default has occurred and is continuing and without prejudice to the requirement set out in Clause 25.12 (Security Shortfall) that the Security Value shall at all times be equal to the Minimum Value, in connection with any sale or Total Loss of a Mortgaged Vessel, on the applicable Disposal Repayment Date relating to such Mortgaged Vessel, the Borrower shall apply all of the Disposal Proceeds or all of the insurance proceeds in respect of such Total Loss, as the case may, to the prepayment of the Loan.

7.5 Voluntary Cancellation

At any time the Borrower may, if it gives the Agent not less than three (3) Business Days' prior written notice, cancel the whole or any part of the Available Facility. Upon any such cancellation the Commitments of the Lenders shall be reduced rateably.

7.6 Voluntary Prepayment

The Borrower may, if it gives the Agent not less than five (5) Business Days' (or such shorter period as the Lenders may agree) prior written notice, prepay, on the last day of an Interest Period, the whole or any part of the Loan but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of one million Dollars (US$1,000,000) (or such lesser amount as may be acceptable to the Agent).

7.7 Right of Replacement or Cancellation and Prepayment in Relation to a Single Lender

a) If:

i) any sum payable to any Lender by an Obligor is required to be increased under Clause 12.2 (Tax Gross up); or

ii) any Lender claims indemnification from an Obligor under Clause 12.3 (Tax Indemnity) or Clause 13.1 (Increased Costs);

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment of that Lender's participation in the Loan or give the Agent notice of its intention to replace that Lender in accordance with Clause 7.7d) below.

b) On receipt of a notice referred to in Clause 7.7a) above in relation to a Lender, the Commitment of that Lender shall immediately be reduced to zero and (unless the Commitment of the relevant Lender is replaced in accordance with Clause 7.7d) below), the Commitments shall be reduced rateably.

c) On the last day of each Interest Period which ends after the Borrower has given notice under Clause 7.7a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in the Loan together with all interest and other amounts due to that Lender under the Finance Documents.

d) The Borrower may, in the circumstances set out in Clause 7.7a) above and if an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality), on ten (10) Business Days' prior written notice to the Agent and the relevant Lender, replace that Lender by requiring that Lender to transfer (and, to the extent permitted by law, that Lender shall transfer) pursuant to Clause 31 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank or financial institution selected by the Borrower which confirms its willingness to assume and does assume all the obligations of the

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transferring Lender in accordance with Clause 31 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the aggregate of:

i) the outstanding principal amount of such Lender's participation in the Loan;

ii) all accrued interest owing to such Lender;

iii) the Break Costs which would have been payable to such Lender pursuant to Clause 10.6 (Break Costs) had the Borrower prepaid in full that Lender's participation in the Loan on the date of the transfer; and

iv) all other amounts payable to that Lender under the Finance Documents on the date of the transfer.

e) The replacement of a Lender pursuant to Clause 7.7d) above shall be subject to the following conditions:

i) the Borrower shall have no right to replace the Agent;

ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and

iii) in no event shall the Lender replaced under Clause 7.7d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

f) If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent twenty (20) Business Days' notice of the cancellation of the undrawn Commitment of that Lender.

7.8 Automatic Cancellation

Any part of the Total Commitments which has not become available by the end of the Availability Period relating to that part of the Total Commitments shall be automatically cancelled at close of business in London on the last day of the relevant Availability Period.

7.9 Restrictions

a) Any notice of cancellation or prepayment given by any Party under this Agreement shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs if the prepayment is not made on the last day of the relevant Interest Period, without premium or penalty. Any cancellation of any part of the Total Commitments pursuant to this Agreement shall be made without premium or penalty.

c) The Borrower may not reborrow any part of the Facility which is repaid or prepaid.

d) The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

f) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

g) If any Commitments are partially reduced under this Agreement (other than under Clause 7.1 (Illegality) and Clause 7.7 (Right of Cancellation and Prepayment in Relation to a Single Lender)), the Commitments of the Lenders shall be reduced rateably.

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h) Any prepayment of the Loan pursuant to Clause 7.3 (Mandatory Prepayment – Security Value) to Clause 7.4 (Mandatory prepayment - Sale or Total Loss of Collateral Vessels) and Clause 7.6 (Voluntary Prepayment) shall be applied against the Loan pro rata to each Lender's participation in the Loan and pro rata against each Scheduled Amortisation Payment.

7.10 Release of Vessel 1

If the Borrower repays or prepays the Refinancing Tranche in full (a "Payment"), the Mortgage over Vessel 1 and the other Security Documents in respect of Vessel 1 may be released after such Payment, provided that:

a) the Borrower notifies the Agent of such requirement no later than 10 Business Days after such Payment;

b) the Borrower is in compliance with Clause 25 (Minimum Security Value); and

c) no Default or Event of Default has occurred and is continuing.

8. INTEREST

8.1 Calculation of Interest

The rate of interest on the Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

a) Margin; and

b) LIBOR.

8.2 Payment of Interest

The Borrower shall pay accrued interest on the Loan on the last day of each Interest Period or, if an Interest Period is longer than three (3) months, every three (3) months during such Interest Period and on the last day of such Interest Period.  All interest is due and payable in cash.

8.3 Default Interest

a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to Clause 8.3 b) below, is two per cent. (2%) higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted the Loan for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing in accordance with this Clause 8.3 shall be immediately payable by the Obligor on demand by the Agent.

b) If any overdue amount consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period:

i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period; and

ii) the rate of interest applying to the overdue amount during that first Interest Period shall be two per cent. (2%) higher than the rate which would have applied if the overdue amount had not become due.

c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

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d) If an Event of Default has occurred and is continuing the Loan shall be considered an overdue amount for the purposes of this Clause 8.3 and interest shall accrue on the Loan as set out in this Clause 8.3.

8.4 Notification of Rates of Interest

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

b) The Agent shall promptly notify the Borrower of each Funding Rate relating to the Loan.

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9. INTEREST PERIODS

9.1 Selection of Interest Periods

a) The Borrower may select an Interest Period for the first Utilisation in the Utilisation Request for that Utilisation. The first Interest Period for each Subsequent Utilisation shall commence on the Utilisation Date for that Utilisation and end on the last day of the then current Interest Period applicable to the Loan.

b) The Borrower may select an Interest Period for the Loan in a Selection Notice.

c) Each Selection Notice is irrevocable and must be delivered to the Agent by the Borrower not later than 10:00 a.m. three (3) Business Days before the first day of the relevant Interest Period.

d) If the Borrower fails to deliver a Selection Notice to the Agent in accordance with paragraph c) above, the relevant Interest Period will be three (3) months.

e) The Borrower may select an Interest Period of three (3) or (6) six month(s) or any other period agreed between the Borrower and the Agent (acting on the instructions of all the Lenders).

f) No Interest Period shall extend beyond the Final Repayment Date.

9.2 Non Business Days

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

9.3 Commencement of Interest Periods

Each Interest Period shall start on the Utilisation Date or (if already made) on the last day of its preceding interest period.

10. CHANGES TO THE CALCULATION OF INTEREST

10.1 Unavailability of Screen Rate

a) Interpolated Screen Rate:  If no Screen Rate is available for LIBOR for an Interest Period, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to that Interest Period.

b) Shortened Interest Period:  If no Screen Rate is available for LIBOR for an Interest Period and it is not possible to calculate the Interpolated Screen Rate, that Interest Period shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable LIBOR for that shortened Interest Period shall be determined pursuant to the definition of "LIBOR".

c) Shortened Interest Period and Historic Screen Rate: If an Interest Period is, after giving effect to paragraph b) above, either the applicable Fallback Interest Period or shorter than the applicable Fallback Interest Period and, in either case, no Screen Rate is available for LIBOR for that Interest Period and it is not possible to calculate the Interpolated Screen Rate, the applicable LIBOR shall be the Historic Screen Rate for that Loan.

d) Shortened Interest Period and Interpolated Historic Screen Rate: If paragraph c) above applies but no Historic Screen Rate is available for an Interest Period, the applicable LIBOR shall be the Interpolated Historic Screen Rate for a period equal in length to that Interest Period.

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e) Base Reference Bank Rate: If paragraph d) above applies but it is not possible to calculate the Interpolated Historic Screen Rate, the Interest Period shall, if it has been shortened pursuant to paragraph b) above, revert to its previous length and the applicable LIBOR shall be the Base Reference Bank Rate as of 11:00 a.m. on the Quotation Day for the currency of the Loan and for a period equal in length to that Interest Period.

f) Cost of funds: If paragraph e) above applies but no Base Reference Bank Rate is available for the relevant currency or Interest Period there shall be no LIBOR for the Loan and Clause 10.4 (Cost of funds) shall apply to the Loan for that Interest Period.

10.2 Calculation of Base Reference Bank Rate

a) Subject to paragraph b) below, if LIBOR is to be determined on the basis of a Base Reference Bank Rate but a Base Reference Bank does not supply a quotation by 11:00 a.m. on the Quotation Day, the Base Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Base Reference Banks.

b) If at or about noon on the Quotation Day none or only one of the Base Reference Banks supplies a quotation, there shall be no Base Reference Bank Rate for the relevant Interest Period.

10.3 Market disruption

If before close of business in London on the Quotation Day for the relevant Interest Period the Agent receives notifications from a Lender or Lenders (whose participations in the Loan exceed twenty per cent. (20%) of the Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of LIBOR then Clause 10.4 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

10.4 Cost of funds

a) If this Clause 10.4 applies, the rate of interest on the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

i) the Margin; and

ii) the weighted average of the rates notified to the Agent by each Lender as soon as practicable and in any event before the date on which interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Loan from whatever source it may reasonably select.

b) If this Clause 10.4 applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

c) Any alternative basis agreed pursuant to paragraph b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

d) If this Clause 10.4 applies pursuant to Clause 10.3 (Market disruption) and:

i) a Lender's Funding Rate is less than LIBOR; or

ii) a Lender does not supply a quotation by the time specified in paragraph a)ii) above,

the cost to that Lender of funding its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph a) above, to be LIBOR.

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e) If this Clause 10.4 applies pursuant to Clause 10.1 (Unavailability of Screen Rate) but any Lender does not supply a quotation by the time specified in paragraph a)ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders.

10.5 Notification to Borrower

If Clause 10.4 (Cost of funds) applies the Agent shall, as soon as is practicable, notify the Borrower.

10.6 Break Costs

a) The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or any Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the Loan or that Unpaid Sum.

b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

11. FEES

11.1 Commitment fee

a) The Borrower shall pay to the Agent (for the account of each Lender) a fee in Dollars computed at the rate of 40% of the Margin on that Lender's Available Commitment under the Facility for the Availability Period.

b) The commitment fee will accrue as from the date of this Agreement and accrued commitment fee is payable on the last day of each successive period of three Months which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender's Commitment at the time the cancellation is effective.

c) No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

11.2 Other fees

11.3 The Borrower shall pay the fees set out in any Fee Letter in the amounts and at the times set out in such Fee Letter.

12. TAX GROSS UP AND INDEMNITIES

12.1 Definitions

In this Agreement:

"Borrower DTTP Filing" means an HM Revenue & Customs' Form DTTP2 duly completed and filed by the relevant Borrower, which:

a) where it relates to a Treaty Lender that is the Original Lender, contains the scheme reference number and jurisdiction of tax residence and is filed with HM Revenue & Customs within 30 days of the date of this Agreement; or

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b) where it relates to a Treaty Lender that is a New Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the relevant Transfer Certificate or Assignment Agreement and is filed with HM Revenue & Customs within 30 days of that Transfer Date.

"CTA" means the Corporation Tax Act 2009.

"ITA" means the Income Tax Act 2007.

"Protected Party" means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

"Qualifying Lender" means a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

a) a Lender:

i) which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Finance Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payment apart from section 18A of the CTA; or

ii) in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

b) a Lender which is:

i) a company resident in the United Kingdom for United Kingdom tax purposes; or

ii) a partnership each member of which is:

A) a company so resident in the United Kingdom; or

B) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA;

iii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or

c) a Treaty Lender; or

d) the Original Lender.

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

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

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

"Treaty Lender" means a Lender which:

a) is treated as a resident of a Treaty State for the purposes of the Treaty; and

b) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender's participation in the Loans is effectively connected.

"Treaty State" means a jurisdiction having a double taxation agreement (a "Treaty") with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

Unless a contrary indication appears, in this Clause 12.1 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

12.2 Tax gross-up

a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

b) The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly.  Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender.  If the Agent receives such notification from a Lender it shall notify the Borrower.

c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

d) A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:

i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or

ii) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) or (h) (as applicable) below.

e) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

f) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

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g)

i) Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for the Obligor to obtain authorisation to make that payment without a Tax Deduction.

ii)

A) A Treaty Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence; and

B) a New Lender that is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate or Assignment Agreement which it executes,

and, having done so, that Lender shall be under no obligation pursuant to paragraph (i) above.

h) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(ii) above and:

i) the Borrower has not made the Borrower DTTP Filing in respect of that Lender; or

ii) the Borrower has made the Borrower DTTP Filing in respect of that Lender but:

A) the Borrower DTTP Filing has been rejected by HM Revenue & Customs; or

B) HM Revenue & Customs has not given the Obligor authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing,

and in each case, the Obligor has notified that Lender in writing, that Lender and the Obligor shall co-operate in completing any additional procedural formalities necessary for the Obligor to obtain authorisation to make that payment without a Tax Deduction.

i) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (g)(ii) above, the Obligor shall not make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender's Commitment(s) or its participation in any Utilisation unless the Lender otherwise agrees.

j) The Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Agent for delivery to the relevant Lender.

12.3 Tax indemnity

a) The Borrower shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

b) Paragraph (a) above shall not apply:

i) with respect to any Tax assessed on a Finance Party:

A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

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B) under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

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

ii) to the extent a loss, liability or cost:

A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or

B) would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 12.2 (Tax gross-up) applied; or

C) relates to a FATCA Deduction required to be made by a Party.

c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.

d) A Protected Party shall, on receiving a payment from the Borrower under this Clause 12.3, notify the Agent.

12.4 Tax Credit

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

a) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

b) that Finance Party has obtained and utilised that Tax Credit,

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

12.5 Lender Status Confirmation

Each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the documentation which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

a) not a Qualifying Lender;

b) a Qualifying Lender (other than a Treaty Lender); or

c) a Treaty Lender.

If that Lender fails to indicate its status in accordance with this Clause 12.5 then such Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Company).  For the avoidance of doubt, the documents which a Lender executes on becoming a Party shall not be invalidated by any failure of a Lender to comply with this Clause 12.5.

12.6 Stamp Taxes

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The Borrower shall pay and, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.7 Value Added Tax

a) All amounts set out, or expressed in a Finance Document to be payable by any party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 12.7b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such party).

b) If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any party to a Finance Document other than the Recipient (the "Subject Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration):

i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Subject Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph i) applies) promptly pay to the Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

c) Where a Finance Document requires any party to it to reimburse or indemnify a Finance Party for any cost or expense, that party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment of in respect of such VAT from the relevant tax authority.

d) Any reference in this Clause 12.7d) to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant Member State of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be)).

e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that

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Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

12.8 FATCA Information

a) Subject to Clause 12.8c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

i) confirm to that other Party whether it is:

A) a FATCA Exempt Party; or

B) not a FATCA Exempt Party;

ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA;

iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

b) If a Party confirms to another Party pursuant to paragraph a)i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

c) Clause 12.8a) above shall not oblige any Finance Party to do anything, and Clause 12.8a)iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

i) any law or regulation;

ii) any fiduciary duty; or

iii) any duty of confidentiality.

d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with Clause 12.8a)i) or a)ii) above (including, for the avoidance of doubt, where Clause 12.8c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

e) If the Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten (10) Business Days of:

i) where the Borrower is a US Tax Obligor and the relevant Lender is the Original Lender, the date of this Agreement;

ii) where the Borrower is a US Tax Obligor on a date on which any other lender becomes a Party as a Lender, that date; or

iii) where the Borrower is not a US Tax Obligor, the date of a request from the Agent,   supply to the Agent:

A) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

B) any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

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f) The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to Clause 12.8e) above to the relevant Borrower.

g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to Clause 12.8e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.

h) The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to Clauses 12.8e) or g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with Clauses 12.8e), f) or g) above.

12.9 FATCA Deduction

a) Each Party may make any FATCA Deduction from a payment under this Agreement that it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent and the Agent shall notify the other Finance Parties.

13. INCREASED COSTS

13.1 Increased Costs

a) Subject to Clause 13.3 (Exceptions), the Borrower shall, within three (3) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

i) the introduction after the date of this Agreement of or any change in (or in the interpretation, administration or application of) any law or regulation;

ii) compliance with any law or regulation made after the date of this Agreement;

iii) the implementation or application of or compliance with Basel III, CRD IV, or CRR or any law or regulation (whether national, international or supranational) implementing Basel III, CRD IV or CRR; or

iv) any change in (or change of interpretation, administration or application of) the implementation, administration or application of or compliance with Basel III, CRD IV, or CRR or any other law or regulation which implements or applies Basel III, CRD IV, or CRR whether such implementation, application or compliance is by government, regulator, Finance Party or any of its Affiliates.

b) In this Agreement:

"Increased Costs" means:

i) a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall capital;

ii) an additional or increased cost; or

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iii) a reduction of any amount due and payable under any Finance Document,

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

"Basel III" means:

i) the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

ii) the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

iii) any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".

"CRD IV" means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

"CRR" means the Council Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012.

13.2 Increased Cost Claims

a) A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

c) The Borrower shall not be obliged to compensate a Finance Party in respect of any claim pursuant to Clause 13.1 (Increased Costs) which relates to Increased Costs incurred more than twelve (12) months prior to the date on which the Finance Party (or the Agent in accordance with paragraph a) above) notifies the Agent of the event giving rise to the claim.

13.3 Exceptions

a) Clause 13.1 (Increased Costs) does not apply to the extent any Increased Cost is:

i) attributable to a Tax Deduction required by law to be made by an Obligor;

ii) attributable to a FATCA Deduction required to be made by a Party;

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iii) compensated for by Clause 12.3 (Tax Indemnity) (or would have been compensated for under Clause 12.3 (Tax Indemnity) but was not so compensated solely because any of the exclusions in Clause 12.3 (Tax Indemnity) applied);

iv) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

v) attributable to the implementation or application of or compliance with the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III, CRD IV, or CRR) ("Basel II") or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

b) In this Clause 13.3, a reference to a "Tax Deduction" has the same meaning given to the term in Clause 12.1 (Definitions).

14. OTHER INDEMNITIES

14.1 Currency Indemnity

a) If any sum due from an Obligor under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

i) making or filing a claim or proof against that Obligor; and/or

ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall, as an independent obligation, within three (3) Business Days of demand by a Finance Party, indemnify each Finance Party to whom that Sum is due against any Losses arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2 Other Indemnities

The Borrower shall (or shall procure that another Obligor will), within three (3) Business Days of demand by a Finance Party, indemnify each Finance Party against any and all Losses incurred by that Finance Party as a result of:

a) the occurrence of any Event of Default;

b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any and all Losses arising as a result of Clause 36 (Sharing Among the Finance Parties);

c) funding, or making arrangements to fund, its participation in the Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);

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d) the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower; or

e) any claim, action, civil penalty or fine against, any settlement, and any other kind of loss or liability, and all reasonable costs and expenses (including reasonable counsel fees and disbursements) incurred by the Agent or any Finance Party as a result of the conduct of an Obligor or any of their partners (where such Obligor is a partnership) directors, officers, employees, agents or advisors that violates any Sanctions Laws, and shall cover any cost, loss or liability incurred by each Finance Party in any jurisdiction arising or asserted under or in connection with any Sanctions Laws as a result of the aforementioned.

14.3 Indemnity to the Agent and the Security Agent

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

a) any and all Losses incurred by the Agent or the Security Agent (acting reasonably) as a result of:

i) investigating any event which it reasonably believes is a Default;

ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement;

iv) any action taken by the Agent or the Security Agent or any of their representatives, agents or contractors in connection with any powers conferred by any Security Document to remedy any breach of any Obligor's obligations under the Finance Documents; and

b) any Losses incurred by the Agent (otherwise than by reasons of the Agent's gross negligence or wilful misconduct or, in the case of any Losses pursuant to Clause 37.12 (Disruption to Payment Systems Etc.) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents.

14.4 Indemnity Concerning Security

a) The Borrower shall (or shall procure that another Obligor will) promptly indemnify each Indemnified Person against any cost, expense, loss or liability incurred by it in connection with:

i) any failure by the Borrower to comply with its obligations under Clause 16 (Costs and Expenses);

ii) the taking, holding, protection or enforcement of the Security Documents;

iii) the exercise or purported exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver or Delegate by the Finance Documents or by law unless and to the extent that it was caused by its gross negligence or wilful misconduct;

iv) any claim (whether relating to the environment or otherwise) made or asserted against the Indemnified Person which would not have arisen but for the execution or enforcement of one or more Finance Documents (unless and to the extent it is caused by the gross negligence or wilful misconduct of that Indemnified Person);

v) any breach by any Obligor of the Finance Documents; or

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vi) its role (as applicable) as Security Agent, Receiver or Delegate under the Finance Documents or otherwise in connection with the Charged Property (otherwise, in each case, than by reason of the relevant Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct).

b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the other Finance Parties, indemnify itself out of the Trust Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.4 and shall have a lien on the Trust Property and the proceeds of the enforcement of the relevant Security Documents for all monies payable to it.

14.5 Indemnity Concerning Claims

The Guarantors hereby indemnify and agree to hold harmless each of the Finance Parties and in each case each of its and their Affiliates and each of their respective officers, directors, employees, agents, advisors and representatives (each, an "Indemnified Party") from and against any and all Losses joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any claim, investigation, litigation or proceeding (or the preparation of any defence with respect thereto) commenced or threatened in relation to the Agreement (or the transactions contemplated hereby or thereby) or any use made or proposed to be made with the proceeds of the Facility except to the extent that such Losses resulted from such Indemnified Party's gross negligence or wilful misconduct.

14.6 Environmental Indemnity

a) Without in any way limiting the generality of the other provisions contained in this Clause 14, the Borrower shall (or shall procure that an Obligor will), on demand, defend, protect, indemnify, save and hold harmless each Indemnified Person, without prejudice to any of their other rights under this Agreement and the other Finance Documents, from and against any and all Losses, demands, actions, proceedings (whether civil or criminal), penalties, fines, damages, judgments, orders, sanctions or other outgoings of whatever nature which may be suffered, incurred or paid by, or made or asserted against the Indemnified Persons or any of them at any time, whether before or after the repayment in full of principal and interest under this Agreement, in connection with or arising out of any Environmental Claim or otherwise arising out of or related to assets which is subject to any Security Documents, including:

i) the actual or alleged presence of Hazardous Materials on, in, under or affecting all or any of the Mortgaged Vessels, any body of water, any other public domain or any surrounding areas, whether or not the same originates or emanates from the Mortgaged Vessels or from properties at which any Hazardous Materials generated, stored or handled by the Borrower were Released or disposed of; or

ii) any Environmental Claim or other environmental action relating to the Vessels (or any of them) or any of the assets which are the subject of any of the Security Documents (the "Indemnified Matters"), whether any of the Indemnified Matters arise before or after acceleration of the Loan pursuant to Clause 29.24 (Acceleration) including, without limitation, (A) the costs of removal of any and all Hazardous Materials from all or any of the Mortgaged Vessels, any body of water, any other public domain or any surrounding areas, (B) additional costs required to take reasonable precautions to protect against the Release of Hazardous Materials on, in, under or affecting the Mortgaged Vessels into the air, any body of water, any other public domain or any surrounding areas, and (C) costs incurred to comply, in connection with all or any portion of the Project, with all applicable Environmental Laws with respect to Hazardous Materials, except to the extent that any such Indemnified Matter arises solely from the gross negligence or wilful misconduct of that Indemnified Person; or

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iii) any other loss incurred by the Finance Party due to any non-compliance of any Environmental Laws applicable to the Obligors and/or the Mortgaged Vessels.

b) In no event shall any site visit, observation, or testing by any Finance Party (or any representative of any such Finance Party) be deemed to be a representation or warranty that Hazardous Materials are or are not present with respect to the Mortgaged Vessel or that there has been or shall be compliance with any Environmental Law.

c) Neither the Borrower nor any other person is entitled to rely on any site visit, observation, or testing by any Finance Party or its representative.

d) No Finance Party owes any duty of care to protect the Borrower or any other person against, or to inform the Borrower or any other person of, any Hazardous Materials or any other adverse condition affecting the Mortgaged Vessels.

e) No Finance Party shall be obligated to disclose to the Borrower or any other person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by any Finance Party or its representatives.

f) Notwithstanding anything to the contrary set forth above in this Clause 14.6, if any event occurs with respect to a Fleet Vessel (other than a Mortgaged Vessel) in respect of which indemnification may be sought from the Borrower under this Clause 14.6, the Indemnified Person seeking such indemnification shall only be indemnified if it notifies the Borrower in writing within a reasonable time after the relevant Indemnified Person becomes aware of such event and shall, to the extent legally permitted and only if it would not prejudice the defence or making of such claim, consult with the Borrower with respect to the conduct of the relevant claim, action or proceeding, conducts such action or proceeding properly and diligently (based on advice from its legal counsel, to the extent permitted by law and without being under any obligation to disclose any information which it is not lawfully permitted to disclose) and does not settle any such claim, action or proceeding without the Borrower's prior written consent (such consent not to be unreasonably withheld or delayed.

14.7 Continuation of Indemnities

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

14.8 Third Parties Act

Each Indemnified Person may rely on the terms of Clause 14.4 (Indemnity Concerning Security) and Clauses 12 (Tax Gross up and Indemnities) and 14.9 (Interest) insofar as it relates to interest on any amount demanded by that Indemnified Person under Clause 14.4 (Indemnity Concerning Security), subject to Clause 1.3 (Third Party Rights) and the provisions of the Third Parties Act.

14.9 Interest

Moneys becoming due by the Borrower to any Indemnified Person under the indemnities contained in this Clause 14 (Other Indemnities) shall be paid within five (5) Business Days following a demand from such Indemnified Person and shall be paid together with interest on the sum demanded from the date which is five (5) Business Days following the date of demand therefor to the date of reimbursement by the Borrower to such Indemnified Person (both before and after judgment) at the rate referred to in Clause 8.3 (Default Interest).

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14.10 Exclusion of Liability

No Indemnified Person will be in any way liable or responsible to any Obligor (whether as a mortgagee in possession or otherwise) who is a Party or is a party to a Finance Document to which this clause applies for any loss or liability arising from any act, default, omission or misconduct of that Indemnified Person, except to the extent caused by its own gross negligence or wilful misconduct. Any Indemnified Person may rely on this Clause 14.10, subject to Clause 1.3 (Third Party Rights) and the provisions of the Third Parties Act.

15. MITIGATION BY THE LENDERS

15.1 Mitigation

a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in the Facility ceasing to be available or any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax Gross up and Indemnities) or Clause 13.1 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

b) Clause 15.1a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

15.2 Limitation of Liability

a) The Borrower shall promptly indemnify each Finance Party for all costs and expenses incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

b) A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16. COSTS AND EXPENSES

16.1 Transaction Expenses

The Borrower shall promptly, regardless of whether any Utilisation has occurred, within five (5) Business Days of demand pay any Finance Party the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants and advisers) reasonably incurred by any of them (and by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution, registration and perfection and any release, discharge or reassignment of:

a) this Agreement and any other documents referred to in this Agreement and the Security Documents;

b) any other Finance Documents executed or proposed to be executed after the date of this Agreement including any executed to provide additional security under Clause 25 (Minimum Security Value); or

c) any Security Interest expressed or intended to be granted by a Finance Document.

16.2 Amendment Costs

If an Obligor requests an amendment, waiver or consent, the Borrower shall, within five (5) Business Days of demand, reimburse the Agent and the Security Agent for the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants and advisers) reasonably incurred by

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the Agent or the Security Agent (and by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

16.3 Security Agent's management time and additional remuneration

a) Any amount payable to the Security Agent under Clause 14.3 (Indemnity to the Agent and the Security Agent) and this Clause 16 following the occurrence of an Event of Default and while it is continuing shall include the cost of utilising the Security Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to the Borrower and the Lenders, and is in addition to any other fee paid or payable to the Security Agent.

b) Without prejudice to paragraph a) above, in the event of:

i) the Security Agent being requested by an Obligor or the Majority Lenders to undertake duties which the Security Agent and the Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Finance Documents; or

ii) the Security Agent and the Borrower agreeing that it is otherwise appropriate in the circumstances,

the Borrower shall pay to the Security Agent any additional remuneration that may be agreed between them or determined pursuant to paragraph c) below.

c) If the Security Agent and the Borrower fail to agree upon the nature of the duties, or upon the additional remuneration referred to in paragraph b) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Borrower or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrower) and the determination of any investment bank shall be final and binding upon the Parties.

16.4 Enforcement, Preservation and Other Costs

The Borrower shall within five (5) Business Days of demand by a Finance Party, pay to each Finance Party the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants, brokers, surveyors and advisers) incurred by that Finance Party in connection with:

a) the enforcement of, or the preservation of any rights under, any Finance Document and any proceedings initiated by or against any Indemnified Person and as a consequence of holding the Charged Property or enforcing those rights;

b) any valuation carried out under Clause 25 (Minimum Security Value); provided, however, that if no Event of Default has occurred and is continuing, the costs of valuations carried out with inspection at the request of the Agent as contemplated in Clause 25.6a) (Basis of Valuation) to be borne by the Borrower shall be limited to one such valuation per year per Mortgaged Vessel; and/or

c) any inspection carried out under Clause 23.8 (Inspection and Notice of Drydockings); provided, however, that if no Event of Default has occurred and is continuing, the costs of such inspections to be borne by the Borrower shall be limited to one such inspection per year per Mortgaged Vessel.

For purposes of determining the costs and expenses of valuations with inspection and inspections to be borne by the Borrower as contemplated in Clause b) and Clause c) above, a valuation with inspection shall also count as an inspection.

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17. GUARANTEE AND INDEMNITY

17.1 Guarantee and Indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

a) guarantees to the Security Agent (as trustee for the Finance Parties) and the other Finance Parties punctual performance by each other Obligor of all such Obligor's obligations under the Finance Documents;

b) undertakes with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

c) agrees with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have become due. The amount payable by the Guarantors under this indemnity will not exceed the amount it would have had to pay under this Clause 17.1 if the amount claimed had been recoverable on the basis of a guarantee.

17.2 Continuing Guarantee

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

17.3 Reinstatement

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

17.4 Waiver of Defences

The obligations of each Guarantor under this Clause 17 will not be affected by an act, omission, matter or thing (whether or not known to it or any Finance Party) which, but for this Clause 17.4, would reduce, release or prejudice any of its obligations under this Clause 17 including (without limitation):

a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any other Group Member;

c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

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d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;

f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security;

g) any insolvency or similar proceedings; or

h) any change in name, authorised activities, capital stock, corporate existence, structure, personnel or ownership of the Borrower or any other Obligor.

17.5 Guarantor Intent

Without prejudice to the generality of Clause 17.4 (Waiver of Defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following:  business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

17.6 Immediate Recourse

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

17.7 Appropriations

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

a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and none of the Guarantors shall be entitled to the benefit of the same; and

b) hold in an interest bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 17.

17.8 Deferral of Guarantors' Rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise

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any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17:

a) to be indemnified by another Obligor;

b) to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;

c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which a Guarantor has given a guarantee, undertaking or indemnity under this Clause 17;

e) to exercise any right of set off against any other Obligor; and/or

f) to claim or prove as a creditor of any other Obligor in competition with any Finance Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay an equal amount to the Agent or as the Agent may direct for application in accordance with Clause 37 (Payment Mechanics).

17.9 Additional Security

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

17.10 Release

An Owner shall be released from its obligations under this Clause 17 (and, with effect from the date of such release, shall be deemed to have resigned as a Guarantor and Obligor under the Finance Documents and shall no longer be considered a Guarantor or Obligor under the Finance Documents) if and to the extent all Mortgaged Vessels which it owns are sold and/or become a Total Loss provided that, in respect of a sale or Total Loss of a Mortgaged Vessel:

a) the provisions of Clause 7.4 (Mandatory Prepayment - Sale or Total Loss of a Mortgaged Vessel) have been complied with to the Agent's satisfaction; and

b) no Event of Default has occurred.

18. REPRESENTATIONS

Each of the Borrower and the Guarantors makes and repeats the representations and warranties set out in this Clause 18 in relation to itself and any Transaction Documents to which it is a party to each Finance Party at the times specified in Clause 18.33 (Times When Representations are Made).

18.1 Status

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a) Each Obligor is duly incorporated or formed and validly existing under the laws of the jurisdiction of its incorporation or formation as a limited liability company, partnership or corporation.

b) Each Obligor has power and authority to carry on its business as it is now being conducted and to own its property and other assets.

18.2 Binding Obligations

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

18.3 Power and Authority

a) Each Obligor has power to enter into, perform and deliver and comply with its obligations under, and has taken all necessary action to authorise its entry into, performance and delivery of each Transaction Document to which it is or is to be a party and the transactions contemplated by those Transaction Documents.

b) No limitation on any Obligor's powers to borrow, create security or give guarantees will be exceeded as a result of any transaction under, or the entry into of, any Transaction Document to which such Obligor is, or is to be, a party.

18.4 Non conflict

The entry into and performance by each Obligor of, and the transactions contemplated by, the Transaction Documents and the granting of the Security Interests purported to be created by the Security Documents do not and will not conflict with:

a) any present law or regulation or judicial or official order applicable to any Obligor;

b) the Constitutional Documents of any Obligor; or

c) any document, agreement or other instrument binding upon any Obligor or any Obligor's assets, and do not or will not constitute a default or termination event (however described) under any such agreement or instrument or result in the creation of any Security Interest (save for a Permitted Security Interest) on any Obligor's assets, rights or revenues.

18.5 Validity and Admissibility in Evidence

a) All Authorisations required or desirable:

i) to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations under each Transaction Document to which it is a party;

ii) to make each Transaction Document to which it is a party valid and enforceable and admissible in evidence in its Relevant Jurisdiction; and

iii) to ensure that each Transaction Security has the priority and ranking contemplated by it,

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have been obtained or effected and are in full force and effect except any Authorisation referred to in Clause 18.12 (No Filing or Stamp Taxes), which Authorisation will be promptly obtained or effected within any applicable period.

b) All Authorisations necessary for the conduct of the business, trade and ordinary activities of each Obligor as presently conducted have been obtained or effected and are in full force and effect, if and to the extent that failure to obtain those Authorisations has or is reasonably likely to have a Material Adverse Effect.

18.6 Governing Law and Enforcement

a) Subject to the Legal Reservations, the choice of English law or any other applicable law as the governing law of any Transaction Document will be recognised and enforced in each relevant Obligor's Relevant Jurisdiction.

b) Subject to the Legal Reservations, any judgment obtained in relation to a Transaction Document in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in each Obligor's Relevant Jurisdictions.

18.7 Information

Save as disclosed in writing to the Agent and the Arranger at least five (5) Business Days prior to the date of this Agreement:

a) all Information was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any respect;

b) there are no facts or circumstances or any other information which could make the Information incomplete, untrue, inaccurate or misleading in any material respect;

c) the Information does not omit anything (including any off-balance sheet liabilities or other information, documents or agreements) which could make the Information incomplete, untrue, inaccurate or misleading in any material respect;

d) all opinions, projections, forecasts or expressions of intention contained in the Information and the assumptions on which they are based have been arrived at after due and careful enquiry and consideration and were believed in good faith by the Obligors to be reasonable as at the time at which such Information was prepared and at the time such Information was supplied to any Finance Party.

For the purposes of this Clause 18.7, "Information" means any factual information, documents, exhibits or reports relating to the Obligors or any other Group Member (excluding the Original Financial Statements covered by Clause 18.8 (Original Financial Statements)) provided by or on behalf of any Obligor or any other Group Member to any of the Finance Parties, including on or prior to the date of this Agreement, in connection with the Transaction Documents or the transactions referred to in them.

18.8 Financial Statements

a) The Original Financial Statements were prepared in accordance with GAAP consistently applied.

b) The audited Original Financial Statements give a true and fair view of the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis or of TORM A/S on an unconsolidated basis, as the case may be for the relevant period to which they relate.

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c) The unaudited Original Financial Statements fairly present the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis for the relevant period to which they relate.

d) There has been no change in the assets, business or financial condition of the Borrower or any of its Subsidiaries (or the assets, business or consolidated financial condition of the Group) since the date of the Original Financial Statements which might reasonably be expected to have a Material Adverse Effect.

e) The Borrower has not omitted to disclose to the Agent in the Original Financial Statements or otherwise any off balance sheet liabilities or other information, documents or agreements which if disclosed, could reasonably be expected to affect the decisions of the Finance Parties to enter into this Agreement.

f) The most recent financial statements delivered pursuant to Clause 19.1 (Financial statements):

i) have been prepared in accordance with GAAP as applied to the Original Financial Statements; and

ii) give a true and fair view of (if audited) or fairly present (if unaudited) the consolidated or unconsolidated, as the case may be, financial condition as at the end of, and consolidated or unconsolidated, as the case may be, results of operations for, the period to which they relate.

g) Since the date of the most recent financial statements delivered pursuant to Clause 19.1 (Financial statements) there has been no change in the assets, business or financial condition of the Borrower or any of its Subsidiaries which might reasonably be expected to have a Material Adverse Effect.

18.9 Pari Passu Ranking

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

18.10 Ranking and Effectiveness of Security

Subject to the Legal Reservations and any applicable filing, registration or notice requirements, the Security Interest created by the Security Documents has (or will have when the Security Documents have been executed) the ranking in priority which it is expressed to have in the Security Documents, the Charged Property is not subject to any Security Interest other than Permitted Security Interests and such Security Interests will constitute perfected security on the assets described in the Security Documents.

18.11 No Insolvency

No corporate action, legal proceeding or other procedure or step described in Clause 29.11 (Insolvency Proceedings) or creditors' process described in Clause 29.12 (Creditors' Process) has been taken or, to the knowledge of any Obligor, threatened in relation to a Group Member and none of the circumstances described in Clause 29.11 (Insolvency Proceedings) applies to any Group Member.

18.12 No Filing or Stamp Taxes

Under the laws of each Obligor's Relevant Jurisdictions or any other jurisdiction where each Obligor conducts its business it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents, except:

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a) registrations of particulars of the Security Documents to which the Borrower is a party at Companies House in England and Wales under section 859A of the Companies Act 2006 and payment of associated fees;

b) registrations of the Security Documents to which the relevant Owner is a party the Accounting and Corporate Regulatory Authority in Singapore (ACRA) and payment of associated fees; and

c) stamping of each of the Share Security within 14 days after it has first been executed in Singapore, or if it is first executed outside Singapore, within 30 days after it has been first received in Singapore at the Inland Revenue Authority of Singapore; and

d) such other registrations and filings and payments of associated fees as may be required pursuant to the terms of any of the Finance Documents and which will be made or paid promptly after the date of the relevant Finance Document.

18.13 Tax

No Obligor is required to make any deduction for or on account of Tax from any payment it may make under any Finance Document to which it is, or is to be, a party to Lender who is a Qualifying Lender.

18.14 No Default

a) No Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

b) No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on any Obligor or any other Group Member or to which any Obligor's (or any other Group Member's) assets are subject which has or is reasonably likely to have a Material Adverse Effect.

18.15 No Proceedings Pending or Threatened

No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect are (to the best of any Obligor's knowledge and belief having made due and careful enquiry) pending or threatened against any Obligor or any other Group Member.

18.16 No Breach of Laws

a) Except as disclosed by an Obligor in writing to, and acknowledged in writing by the Agent, no Obligor has breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

b) No labour dispute is current or, to the best of any Obligor's knowledge and belief (having made due and careful enquiry), threatened against any Obligor or other Group Member which have or are reasonably likely to have a Material Adverse Effect.

18.17 Environmental and Other Matters

a) Except as disclosed by an Obligor in writing to, and acknowledged in writing by, the Agent (acting on the instructions of the Majority Lenders) no Environmental Law applicable to any Mortgaged Vessel and/or any Obligor and no provision of any Applicable Code (to the extent applicable in the discretion of the Agent

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(acting on the instructions of the Majority Lenders)) relating to any Mortgaged Vessel and/or any Obligor has been violated where such violation has or is reasonably likely to have a Material Adverse Effect.

b) All consents, licences and approvals required under any Environmental Laws or any Applicable Code applicable to such Obligor have been obtained and are currently in force, if and to the extent that failure to obtain such consents, licenses and approvals or keep them in force has or is reasonably likely to have a Material Adverse Effect.

c) No Environmental Claim has been made, or to the best of an Obligor's knowledge, is threatened or is pending against any Obligor or any Mortgaged Vessel and there are no circumstances reasonably likely to form the basis of any Environmental Claim relating to any Mortgaged Vessel or against or affecting any Obligor or any other person in connection with any Mortgaged Vessel, where such Environmental Claim has or is reasonably likely to have a Material Adverse Effect.

18.18 Tax Compliance

a) No Obligor is materially overdue in the filing of any Tax returns or overdue in the payment of any amount in respect of Tax (except for income and property taxes and assessments which are being contested in good faith and with due diligence and where the relevant Obligor or the Group as a whole has adequate cash reserves in excess of such contested sums).

b) No claims or investigations are being, or are reasonably likely to be, made or conducted against any Obligor with respect to Taxes such that a liability of, or claim against, any Obligor is reasonably likely to arise for an amount for which adequate reserves have not been provided in the Original Financial Statements and which might have a Material Adverse Effect.

c) The Borrower is resident for Tax purposes only in the jurisdiction notified to the Agent from time to time.

18.19 Security and Financial Indebtedness

a) No Security Interest exists over all or any of the present or future assets of any Obligor in breach of this Agreement, other than those which have been disclosed in writing to the Agent before the date of this Agreement.

b) No Obligor has any Financial Indebtedness outstanding in breach of this Agreement.

c) All of the Charged Property is freely assignable and chargeable in the manner contemplated by the Security Documents.

18.20 Legal and Beneficial Ownership

a) Each Obligor is the sole legal and beneficial owner of the respective assets over which it purports to grant a Security Interest under the Security Documents.

b) Each Obligor has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted, in each case save to the extent that failure to have such title, leases, licences or Authorisations does not have and is not reasonably likely to have a Material Adverse Effect.

18.21 Shares

The shares of Owner A are fully paid, are not subject to any option to purchase or similar rights and are owned directly by the Borrower. The Constitutional Documents of Owner A do not and could not restrict or inhibit any

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transfer of those shares on creation or enforcement of the Security Documents. There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or capital or, if appropriate, any loan capital of Owner A (including any option or right of pre-emption or conversion).

18.22 Group Structure Chart

The Group structure chart set out in Schedule 12 (Group Structure Chart)is true, complete and accurate in all respects.

18.23 Accounting Reference Date

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

18.24 No Adverse Consequences

It is not necessary under the laws of the Relevant Jurisdictions of any Obligor:

a) in order to enable any Finance Party to enforce its rights under any Finance Document; or

b) by reason of the execution of any Finance Document or the performance by any Obligor of its obligations under any Finance Document to which it is, or is to be, a party,

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

18.25 Copies of Documents

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

18.26 No Immunity

The execution and delivery by an Obligor of any Transaction Document to which such Obligor is a party constitutes, and the exercise of its respective rights and performance of its respective obligations under such Transaction Documents will constitute private and commercial acts performed for private and commercial purposes. No Obligor will (except for bankruptcy and similar proceedings) be entitled to claim for itself or any or all of its respective assets any immunity from suit, execution, attachment or other legal process in any proceedings taken in connection with such Transaction Documents.

18.27 Vessel Status

Each Mortgaged Vessel will, on the first day of the relevant Mortgage Period, be:

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a) owned and registered in the name of the relevant Owner through the relevant Registry as a ship under the laws and flag of the relevant Flag State;

b) classed with the relevant Classification free of all overdue requirements and recommendations of the relevant Classification Society;

c) insured in the manner required by the Finance Documents; and

d) free of any Security Interests (other than Permitted Security Interests).

18.28 Vessel's Employment

Each Mortgaged Vessel:

a) has been delivered, and accepted for service, under each Bareboat Charter and the Existing Charter Agreement set forth in Schedule 2 (Vessel Information) opposite the name of such Mortgaged Vessel, if relevant; and

b) is free of any other charter commitment which, if entered into after that date, would require approval under the Finance Documents.

18.29 Address Commission

To the best knowledge of the Obligors (having made due inquiry), there are no rebates, commissions or other payments in connection with the Bareboat Charters or any Charter other than those referred to in it.

18.30 No Money Laundering

Each Obligor is acting for its own account in relation to the Facility and the performance and discharge of its respective obligations and liabilities under the Finance Documents and the transactions and other arrangements effected or contemplated by the Finance Documents. None of the Obligors is in contravention of any anti money laundering law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article I of the EU Directive 2015/849 of 25 May 2015).

18.31 No Corrupt Practices

The Obligors have observed, and, to the best of their knowledge and belief, parties acting on their behalf have observed in the course of acting for any Obligor, all applicable laws and regulations relating to bribery and corrupt practices.

18.32 Sanctions

a) Each Obligor and their respective directors, officers, joint ventures and employees and, to the best of each Obligor's knowledge, their respective agents and representatives (each acting in the capacity as agent or, as the case may be, representative for an Obligor) has been and is in compliance with applicable Sanctions Laws.

b) No Obligor nor any other Group Member or any Relevant Affiliate of any of them or their respective directors, officers, joint ventures or employees and, to the best of each Obligor's knowledge, their respective agents and representatives (each acting in the capacity as agent or, as the case may be, representative for an Obligor):

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i) is a Restricted Party, or is involved in any transaction through which it is likely to become a Restricted Party or acts directly or indirectly on behalf of a Restricted Party; or

ii) is subject to or involved in any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws by any Sanctions Authority.

18.33 Times When Representations are Made

a) All of the representations and warranties set out in this Clause 18 are made on the date of this Agreement and are deemed to be made on the dates of:

i) each Utilisation Request;

ii) each Utilisation Date; and

iii) in respect of any Additional Guarantor, the delivery of an Accession Deed in respect of such Additional Guarantor.

b) The Repeating Representations are deemed to be made on:

i) the last day of each Interest Period; and

ii) the date of each Compliance Certificate.

c) The representations in Clause 18.27 (Vessel Status) relating to any Mortgaged Vessels which become Mortgaged Vessels after the date of this Agreement shall be made on the first day of the Mortgage Period for the relevant Mortgaged Vessel.

The representation and warranty in Clause 18.7 (Information), when made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date at which the Information (as defined in Clause 18.7 (Information)) was provided. Each other representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances then existing at the date the representation or warranty is deemed to be made.

19. INFORMATION UNDERTAKINGS

Each Obligor undertakes that this Clause 19 will be complied with from the date of this Agreement until the end of the Facility Period.

In this Clause 19:

"Annual Financial Statements" means the financial statements for a financial year delivered pursuant to Clause 19.1(a) (Financial Statements).

"Quarterly Financial Statements" means the financial statements for a financial quarter delivered pursuant to Clause 19.1(b) (Financial Statements).

19.1 Financial Statements

a) The Borrower shall supply to the Agent, as soon as reasonably practicable, but in any event within (i) in relation to item (i) below, one hundred and twenty (120) days, and (ii) in relation to items (ii) and (iii) below one hundred and fifty (150) days, (or, in each case if that day is not a Business Day, the next Business Day) after the end of each financial year, each of:

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i) the consolidated audited annual financial statements of the Borrower for that financial year;

ii) the unconsolidated audited annual financial statements of TORM A/S; and

iii) on request of the Agent, the unconsolidated audited annual financial statements of each Owner.

b) The Borrower shall supply to the Agent, as soon as reasonably practicable, but in any event within forty-seven (47) days (or if that day is not a Business Day, the next Business Day) after the end of each financial quarter of each of its financial years (being 31 March, 30 June, 30 September and 31 December of each calendar year) the consolidated unaudited financial statements of the Borrower for that financial quarter.

c) The Borrower shall supply to the Agent, as soon as reasonably practicable but in any event, on or prior to 1 December of any financial year, an annual Forecast (showing profit and loss, balance sheet and cash flow statements, as well as written assumptions of the Borrower) for the Borrower (on a consolidated basis) for the immediately succeeding financial year.

19.2 Provision and Contents of Compliance Certificate

a) The Borrower shall supply a Compliance Certificate to the Agent, with each set of Annual Financial Statements and the set of Quarterly Financial Statements for the financial quarter of the Borrower ending 30 June in each calendar year for the Group.

b) Each Compliance Certificate accompanying the Annual Financial Statements or accompanying the Quarterly Financial Statements for any financial quarter ending on 30 June or 31 December in any calendar year shall, among other things, set out (in reasonable detail) computations as to compliance with Clause 20 (Financial Covenants) and confirmations of compliance with Clause 25 (Minimum Security Value).

c) Each Compliance Certificate shall be signed on behalf of the Borrower by the chief executive officer of the Borrower and the chief financial officer of TORM A/S.

19.3 Requirements as to Financial Statements and Forecast

a) The Borrower shall procure that each set of Annual Financial Statements and Quarterly Financial Statements and each Forecast includes a profit and loss account, a balance sheet, a cashflow statement and written assumptions. In addition, each set of Annual Financial Statements for the Borrower shall be audited by the Auditors. Upon request of the Agent (acting on the instructions of the Majority Lenders), the Borrower shall provide to the Agent, in respect of the Quarterly Financial Statements for any financial quarter ending on 30 June or 31 December in any calendar year, a cause/effect analysis of deviations to the Forecast.

b) Each set of financial statements delivered pursuant to Clause 19.1 (Financial Statements) shall give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group or (as the case may be) the relevant Obligor as at the date as at which those financial statements were drawn up.

c) The Borrower shall procure that each set of financial statements and Forecast delivered pursuant to Clause 19.1 (Financial Statements) shall be prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements and Original Forecast as applicable, unless, in relation to any set of financial statements or Forecast, the Borrower notifies the Agent that there has been a change in GAAP or the accounting practices and the Borrower delivers to the Agent:

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i) a description of any change necessary for those financial statements or Forecast to reflect the GAAP or accounting practices and reference periods upon which corresponding Original Financial Statements or Original Forecast, as applicable, were prepared; and

ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine (having regard to Clause 20.3 (Financial Testing)) whether Clause 20 (Financial Covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements or that Forecast and the Original Forecast, as applicable.

d) If the Borrower updates or changes the Forecast in any material respect, it shall deliver to the Agent such updated or changed Forecast and a written explanation of the main changes in that Forecast, together with the next Compliance Certificate delivered pursuant to Clause 19.2.

19.4 Year end

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

19.5 Information:  Miscellaneous

a) The Borrower shall supply to the Agent:

i) at the same time as they are dispatched, copies of all documents dispatched by the Borrower to its shareholders generally (or any class of them) or dispatched by the Borrower or any other Obligor to its creditors generally (or any class of them);

ii) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, or, to its knowledge, threatened or pending against it or any other Obligor, and which might, if adversely determined, be reasonably expected to have a Material Adverse Effect;

iii) promptly, such information as the Agent or the Security Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Security Documents;

iv) promptly on request, such further information regarding the financial condition, business, vessels, properties, assets and operations of the Group and/or any Group Member (including, but not limited to, any amplification or explanation of any item in the financial statements, Forecast or other materials provided by any Obligor under this Agreement, changes to management of the group and (except for the Borrower) an up-to-date copy of its shareholders register (or equivalent in its jurisdiction of incorporation)) as any Finance Party through the Agent may from time to time reasonably request;

v) promptly upon request, such other information as any Finance Party through the Agent may from time to time reasonably request relating to vessels chartered-in by the Group, including details of how any charter commitments in respect of vessels chartered-in by Group Members are classified as a "liability" in the relevant Compliance Certificate;

vi) promptly upon becoming aware of them, the details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanctions Laws by any Sanctions Authority against it, any Group Members, any of their joint ventures or any of their respective directors, officers, employees, or, in their capacity as agents or representatives of such Group Member, their agents or representatives, including information on what steps are being taken with regards to answer or oppose such; and

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vii) promptly upon becoming aware of it, written notification if any Obligor or any of their respective directors, officers, employees, agents or representatives is a Restricted Party, including identification of the Obligor or other relevant person that has become a Restricted Party and the circumstances relating thereto.

b) Each Obligor shall inform the Agent in writing as soon as reasonably practicable upon becoming aware of the same, but no later than ten (10) days thereafter: if any material Environmental Claim has been commenced or is threatened against any Obligor, or the Mortgaged Vessels, and of any facts or circumstances which will or are reasonably likely to result in any material Environmental Claim being commenced or threatened against any Obligor or the Mortgaged Vessels.

19.6 Notification of Default

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

19.7 Sufficient Copies

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

19.8 "Know Your Customer" Checks

a) If:

i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

ii) any change in the status of an Obligor or the composition of the shareholders or the partners of an Obligor after the date of this Agreement; or

iii) a proposed assignment or transfer by a Lender or any Hedging Provider of any of its rights and/or obligations under this Agreement or any Hedging Contract to a party that is not a Lender or a Hedging Provider prior to such assignment or transfer,

obliges the Agent, the relevant Hedging Provider or any Lender (or, in the case of Clause 19.8a)iii) above, any prospective new Lender or new Hedging Provider) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender or any Hedging Provider supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender or any Hedging Provider) or any Lender or Hedging Provider (for itself or, in the case of the event described in Clause 19.8a)iii) above, on behalf of any prospective new Lender or Hedging Provider) in order for the Agent, such Lender or the relevant Hedging Provider, in the case of the event described in Clause 19.8a)iii) above, any prospective new Lender or new Hedging Provider to carry out and be satisfied with the results of all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

b) Each Finance Party shall promptly upon the request of the Agent or the Security Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent or the Security Agent (in each case for itself) in order for it to carry out and be satisfied with the results of all necessary

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"know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

c) The Borrower shall, by not less than 10 Business Days' prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Guarantor pursuant to Clause 32 (Changes to the Obligors).

d) Following the giving of any notice pursuant to paragraph c) above, if the accession of such Additional Guarantor obliges the Agent or any Lender to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Guarantor.

20. FINANCIAL COVENANTS

Each Obligor undertakes that this Clause 20 will be complied with from the date of this Agreement until the end of the Facility Period and tested on a semi-annual basis.

20.1 Financial Definitions

In this Clause 20:

"Borrowings" means, at any time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) of any indebtedness of the Group for or in respect of:

a) moneys borrowed and debit balances at banks or other financial institutions;

b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

d) the amount of any liability in respect of Finance Leases;

e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

f) any counter indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not a Group Member, which liability would fall within one of the other paragraphs of this definition;

g) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services (other than legal or accounting services) and payment is due more than ninety (90) days after the date of supply;

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h) any amounts raised by the issue of shares which are redeemable (other than at the option of the issuer) during the Facility Period or which would under relevant applicable accounting principles be classified as borrowings under GAAP;

i) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under GAAP; and

j) (without double counting) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs a) to i) above.

"Cash" means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of any Group Member and to which such Group Member is alone beneficially entitled for so long as:

a) that cash is repayable on demand;

b) repayment of that cash is not contingent on the prior discharge of any other indebtedness of any Group Member or of any other person whatsoever or on the satisfaction of any other condition;

c) there is no Security Interest over that cash except for (i) Permitted Security Interests granted pursuant to the Finance Documents, (ii) Security Interests which have not yet become enforceable in accordance with their terms and which do not restrict or block the use of the cash by the Group in the relevant account prior to their becoming enforceable, or (iii) Security Interests constituted by a netting or set-off arrangement entered into by Group Members in the ordinary course of their banking arrangements; and

d) subject to paragraph c), the cash is freely and immediately available to be applied in repayment or prepayment of the Facility or any other amounts and has not been specifically pledged and blocked including for example as cash collateral to cure a collateral maintenance test or support a derivative transaction,

and, for the avoidance of doubt, any cash at bank which does not fall within the above definition shall not represent "Cash" for the purposes of this Agreement except with the approval of the Agent.

"Cash Equivalents" means at any time:

a) certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

b) any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or any other country having a credit rating of A- or higher by Standard & Poor's Rating Services or A3 or higher by Moody's Investors Service Limited or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

c) commercial paper not convertible or exchangeable to any other security:

i) for which a recognised trading market exists;

ii) issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or any other country having a credit rating of A- or higher by Standard & Poor's Rating Services or A3 or higher by Moody's Investors Service Limited;

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iii) which matures within one year after the relevant date of calculation; and

iv) which has a credit rating of either A- or higher by S&P or A3 or higher by Moody's, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

d) any investment in money market funds which (i) has a credit rating of either A- or higher by S&P or A3 or higher by Moody's, (ii) which invest substantially all their assets in securities of the types described in paragraphs a) to c) above and (iii) can be turned into cash on not more than five (5) days' notice; or

e) any other debt security approved by the Agent (on behalf of the Majority Lenders),

in each case, to which any Group Member is alone (or together with other Group Members) beneficially entitled at that time and which is not issued or guaranteed by any Group Member or subject to any Security Interest (other than Permitted Security Interests arising under the Finance Documents).

"Equity" means, on any date, the value of the aggregate capital and reserves of the Group (on a consolidated basis) determined in accordance with GAAP and adjusted to reflect the fair market value of the Fleet Vessels (including the fair market value of each Mortgaged Vessel as determined in accordance with Clause 25 (Minimum Security Value)).

"Equity Ratio" means the ratio of the Group's Equity to Total Assets.

"Minimum Liquidity" means, as at any date, the sum of:

a) the Group's Cash and Cash Equivalents; and

b) for so long as the Availability Period (as defined in the RCF Facility Agreement) ends at least twelve months after that date, the aggregate amount of undrawn commitments under the RCF Facility which are available for utilisation pursuant to the RCF Facility Agreement at that date,

as certified to the Agent by the chief financial officer of the Borrower signing on behalf of the Borrower.

"Total Assets" means, on any date, the value of the total assets of the Group (on a consolidated basis) determined in accordance with GAAP and adjusted to reflect the fair market value of the Fleet Vessels (including the fair market value of each Mortgaged Vessel as determined in accordance with Clause 25 (Minimum Security Value)).

"Total Debt" means on any date, the aggregate amount of all obligations of all Group Members for or in respect of Borrowings at that time but excluding any such obligations to any other Group Member.

20.2 Financial Condition

The Borrower shall ensure that at all times following the date of this Agreement:

a) Minimum Liquidity

Minimum Liquidity shall be equal to or greater than the greater of:

i) seventy five million Dollars (US$75,000,000); and

ii) five per cent. (5%) of the Group's Total Debt,

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provided that at all times, a part of the Minimum Liquidity equal to the greater of (x) forty million Dollars (US$40,000,000) and (y) five per cent. (5%) of the Group's Total Debt shall consist of Cash and Cash Equivalents.

b) Equity Ratio

The Equity Ratio shall not be less than twenty-five per cent. (25%).

20.3 Financial Testing

The financial covenants set out in Clause 20.2 (Financial Condition) shall be calculated in accordance with GAAP (save for terms which are specifically defined within this Clause 20 (Financial Covenants) and tested by reference to each of the Borrower's financial statements for each financial quarter ending 30 June and each financial year ending 31 December, in each case, delivered pursuant to Clause 19.1 (Financial Statements) and/or each Compliance Certificate delivered in connection therewith pursuant to Clause 19.2 (Provision and Contents of Compliance Certificate).

20.4 Most Favoured Lender

In the event that the Borrower agrees to additional financial covenants, or similar financial covenants at a stricter level with other banks, lenders and/or financiers (excluding minimum value clauses and dividend restrictions), the Borrower shall promptly notify the Agent and, if so required by the Majority Lenders, the Parties shall enter into such documentation as may be necessary to include such additional or similar stricter financial covenants into this Agreement.

21. GENERAL UNDERTAKINGS

Each Obligor undertakes that this Clause 21 will be complied with from the date of this Agreement until the end of the Facility Period.

21.1 Use of Proceeds

The proceeds of the Loan will be used exclusively for the purposes specified in Clause 3 (Purpose). No proceeds of the Loan shall be (a) made available, directly or indirectly, to or for the benefit of a Restricted Party, (b) applied in a manner or for a purpose prohibited by Sanctions Laws or (c) applied in any other manner that could result in any Obligor or a Finance Party being in breach of any Sanctions Laws or becoming a Restricted Party.

21.2 Authorisations

Each Obligor will promptly:

a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

b) supply certified copies to the Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction or (in the case of any material Authorisation) any other jurisdiction where each Obligor conducts substantive business to:

i) enable it to perform its obligations under the Transaction Documents;

ii) ensure the legality, validity, enforceability or admissibility in evidence of any Transaction Document; and

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iii) carry on its business where failure to do so has, or is reasonably likely to have, a Material Adverse Effect.

21.3 Compliance with Laws

Each Obligor shall:

a) comply in all material respects with all laws or regulations:

i) applicable to its business; and

ii) applicable to the Mortgaged Vessel(s) owned by such Obligor its ownership, employment, operation, management and registration,

including Applicable Codes, Environmental Laws, and the laws of each relevant Flag State;

b) obtain, comply with and do all that is necessary to maintain in full force and effect any material Environmental Approvals for a Mortgaged Vessel;

c) without limiting Clause 21.3a) above, not employ the Mortgaged Vessel(s) owned by such Obligor, nor allow their employment, operation or management in any manner contrary in any material respect to any law or regulation including but not limited to Applicable Codes and Environmental Laws, in each case, applicable to such Obligor; and

d) comply with all applicable Sanctions Laws and not employ the Mortgaged Vessel(s) owned by such Obligor, nor allow their employment, operation or management in any manner contrary to any applicable Sanctions Laws.

21.4 Pari Passu Ranking

Each of the Obligors shall ensure that its obligations under the Finance Documents do and will rank at least pari passu with all its other present and future unsecured and unsubordinated obligations, except for those obligations which are preferred by mandatory law applying to companies generally.

21.5 Subordination

The Obligors shall ensure that the claims of any Intra-Group Creditor under any intercompany loans made by such Intra-Group Creditors to any Obligor from time to time are subordinated to the claims of the Finance Parties against the Obligors under the Finance Documents pursuant to the Subordination Deed and that each Group Member that becomes an Intra-Group Creditor after the Initial Borrowing Date accedes to the Subordination Deed as an Intra-Group Creditor not later than on the date on which it becomes an Intra-Group Creditor in each case to the extent that such Intra-Group Creditor makes any loan or credit to an Obligor in excess of USD 500,000 or if the Agent (acting on the instructions of the Majority Lenders) otherwise reasonably requires that a specific Intra-Group Creditor accedes to the Subordination Deed.

21.6 Tax Compliance

a) Each Obligor shall (and the Borrower shall ensure that each Group Member will) duly pay and discharge in all material respects all Taxes imposed upon it or its assets within such time period as may be allowed by law without incurring penalties unless and only to the extent that:

i) such payment is being contested in good faith;

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ii) adequate reserves are being maintained for those Taxes and the costs required to contest them which have been or will be disclosed in its latest financial statements delivered or which are next to be delivered to the Agent under Clause 19.1 (Financial Statements); and

iii) such payment can be lawfully withheld.

b) Except as approved by the Majority Lenders, each Obligor shall maintain its residence for Tax purposes in the jurisdiction notified to the Agent on or prior to the date of this Agreement and ensure that it is not resident for Tax purposes in any other jurisdiction.

21.7 Merger

No Obligor will enter into any amalgamation, demerger, merger, consolidation, re-domiciliation, legal migration or corporate reconstruction, except with the prior written consent of the Majority Lenders.

21.8 Further Assurance

a) Each Obligor shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Agent or Security Agent may reasonably specify (and in such form as the Agent or Security Agent may reasonably require):

i) to perfect the Security Interests created or intended to be created by that Obligor under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or for the exercise of any rights, powers and remedies of the Security Agent provided by or pursuant to the Finance Documents or by law;

ii) to confer on the Security Agent Security Interests over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security Interest intended to be conferred by or pursuant to the Security Documents over those assets;

iii) to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security Documents; and/or

iv) to facilitate the accession by a New Lender to any Security Document following an assignment in accordance with Clause 31.1 (Assignments and Transfers by the Lenders).

b) Each Obligor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security Interest conferred or intended to be conferred on the Security Agent by or pursuant to the Finance Documents.

21.9 Negative Pledge in Respect of Charged Property

Except as approved by the Majority Lenders and save for Permitted Security Interests, no Obligor will grant, assume or permit to exist any Security Interest over any Charged Property to the extent prohibited by Clause 27.3 (Negative Pledge – the Owners).

21.10 Environmental Matters

a) Each Obligor shall, as soon as reasonably practicable but no later than five (5) Business Days after the date that the relevant Obligor obtains knowledge thereof, notify the Agent of any Environmental Claim being made against any Group Member or any Fleet Vessel which, if successful to any extent, might have a Material

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Adverse Effect and of any Environmental Incident which may give rise to such a claim and will keep the Agent regularly and promptly informed in reasonable detail of the nature of, and response to, any such Environmental Incident and the defence to any such claim.

b) Environmental Laws (and any consents, licences or approvals obtained under them) applicable to Fleet Vessels will not be violated in a way which might have a Material Adverse Effect.

21.11 Maintenance of Listing

The Borrower shall maintain its listing on the Copenhagen Stock Exchange and it may also list its shares on any other stock exchange, including the New York Stock Exchange and Nasdaq New York.

21.12 No Change of Legal Entity Type, Jurisdiction, Etc.

During the Facility Period, no Obligor will, without prior written approval of the Majority Lenders (such approval not to be unreasonably withheld or delayed) change:

a) the type of legal entity which it exists as;

b) its jurisdiction or country of domicile or centre of establishment or tax residency; or

c) its Accounting Reference Date.

21.13 Money Laundering and Bribery

Each Obligor shall, and each Obligor shall use all reasonable endeavours to procure that any parties acting on their behalf shall, observe and abide with any measure (including but not limited to) any law, official requirement or other regulatory measure or procedure implemented to combat:

a) money laundering (as defined in article I of the Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC Directive 2005/60/EF (Directive 2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); and

b) bribery and corrupt practices in compliance with the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

21.14 Certificate of Financial Responsibility

If required at any time by the government of the United States of America, each Owner shall obtain and provide to the Agent a copy of the certificate of financial responsibility and the vessel response plan as required under the laws of the United States of America. If requested by the Agent (acting reasonably), each Owner shall also provide evidence of the approval of such documents by the appropriate United States of America government entity.

21.15 Sanctions

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c) Each Obligor shall ensure that none of them, nor any of their respective directors, officers or employees is or will become a Restricted Party.

d) Each Obligor shall, and shall procure that each other Group Member and each Relevant Affiliate of any of them shall, not use any revenue or benefit derived from any activity or dealing with a Restricted Party in discharging any obligation due or owing to the Finance Parties, to the extent such discharge with such revenue or benefit would be prohibited by Sanctions Laws or would otherwise cause any Finance Party to be in breach of Sanctions Laws.

e) Each Obligor shall procure that no proceeds from any activity or dealing with a Restricted Party are credited to any bank account held with any Finance Party in its name or in the name of any other Group Member or any Relevant Affiliate of any of them, to the extent such provision of proceeds would be prohibited by Sanctions Laws or would otherwise cause any Finance Party to be in breach of Sanctions Laws.

f) Each Obligor shall, and shall procure that each other Group Member shall, to the extent permitted by law promptly upon becoming aware of them supply to the Agent details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions Laws by any Sanctions Authority.

g) No Obligor shall permit or authorise and each Obligor shall prevent any Mortgaged Vessel being used directly or indirectly:

i) by or for the benefit of any Restricted Party in violation of Sanctions Laws or in any manner which would otherwise cause any Finance Party to be in breach of Sanctions Laws; and/or

ii) in any trade which is reasonably likely to expose the Mortgaged Vessel, any Finance Party, any manager, crew or insurers to enforcement proceedings or any other consequences whatsoever arising from Sanctions Laws.

21.16 Ownership of Assets

Each Owner shall hold full legal title to, and own the entire beneficial interest in, the applicable Mortgaged Vessel, Insurances and Earnings, free of any Security Interest and other interests and rights of every kind, save for Permitted Security Interests.

21.17 Centralised Cash Management

The Obligors shall ensure that the Group's cash management function is centralised and handled by TORM A/S for the Group.

21.18 Articles of association

Each of Torm A/S and Owner A undertakes upon demand of the Agent to make such changes to Owner A's constitution as set out in email of 5 September 2017 at 05:08 pm CEST from Mette Riber Rasmussen, Kromann Reumert to Tina Herbing, Gorrissen Federspiel.

22. DEALINGS WITH MORTGAGED VESSELS

Each Obligor undertakes that this Clause 22 will be complied with in relation to each Mortgaged Vessel throughout the relevant Mortgaged Vessel's Mortgage Period.

22.1 Vessel's Name and Registration

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a) A Mortgaged Vessel's name shall not be changed without the prior written consent of the Agent (acting on the instructions of the Majority Lenders).

b) The Mortgaged Vessel shall be registered with the relevant Registry under the laws of its Flag State in the name of the relevant Owner. Subject to Clause 22.1d) below, the Mortgaged Vessel shall not be registered under any other flag or at any other port or fly any other flag (other than that of its Flag State), except with approval of the Agent (acting on the instructions of all of the Lenders). If that registration is for a limited period, it shall be renewed at least forty five (45) days before the date it is due to expire and the Agent shall be notified of that renewal at least thirty (30) days before that date.

c) Nothing will be done and no action will be omitted if that might result in such registration being forfeited or imperilled or the Mortgaged Vessel being required to be registered under the laws of another state of registry.

d) An Owner may change the Flag State of any Mortgaged Vessel owned by it to any other Flag State without the consent of the Lenders subject to:

i) the relevant Owner providing the Finance Parties with a replacement Mortgage at the time of such transfer and any other replacement Security Documents and other documentation as the Agent or the Security Agent may reasonably request (including, without limitation, legal opinions, certificates of ownership and encumbrance (or the equivalent evidence of registration in the name of the relevant Owner), in each case in form and substance satisfactory to the Agent), so that the Finance Parties have the equivalent Security Interest over such Mortgaged Vessel as they had prior to such change of Flag State;

ii) any amendments to the Finance Documents which may be required in the reasonable opinion of the Agent as a result of such change of Flag State; and

iii) no Default having occurred and being continuing.

e) Notwithstanding the provisions of Clause 22.1a), b), c) and d) above, no bareboat registrations may be effected in respect of any of the Mortgaged Vessels without the prior written consent of the Agent (acting on the instructions of the Majority Lenders); provided that bareboat registrations may be effected in Denmark subject to the receipt by the Security Agent of such undertakings and powers of attorney relating to the deletion of such bareboat registrations in form and substance satisfactory to the Security Agent as the Security Agent may require.

22.2 Sale or Other Disposal of Mortgaged Vessel

a) Each Owner may sell any Mortgaged Vessel or any share or interest in it to any person, provided that:

i) no Default is continuing or has occurred; and

ii) the Borrower has made or will make no later than at the Disposal Repayment Date, a prepayment in accordance with Clause 7.4 (Mandatory prepayment – Sale or Total Loss of a Mortgaged Vessel).

b) There are no restrictions on the purchase or disposal of any Fleet Vessel (other than a Mortgaged Vessel, as set out in 22.2a) above), including with respect to new-build programs.

22.3 Manager

a) Subject to paragraph b) below, each Mortgaged Vessel shall be managed commercially and technically by TORM A/S.

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b) Any Mortgaged Vessel may be managed by another Approved Technical Manager or by another commercial manager that has been consented to by the Majority Lenders (such consent not to be unreasonably withheld) subject to such Approved Technical Manager and/or approved commercial manager, as the case may be, having delivered a duly executed manager's undertaking in a form consistent with market practice in ship finance transactions in favour of the Security Agent in a form and substance acceptable to the Majority Lenders and including in any event a subordination of the manager's claims against the Obligors and the Mortgaged Vessels to the claims of the Finance Parties under the Finance Documents; provided that in the case of a third party manager, the Obligors shall only use their reasonable commercial efforts to obtain such subordination).

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22.4 Copy of Mortgage on Board; Notice of Mortgage

To the extent required by the applicable law of the Flag State, each Owner agrees to:

a) keep on board the relevant Mortgaged Vessel with its papers a properly certified copy of the relevant Mortgage shown to anyone having business with the Mortgaged Vessel which business might create or imply any commitment or Security Interest over or in respect of the Mortgaged Vessel (other than a lien for crew's wages and salvage) and to any representative of the Agent or the Security Agent; and

b) prominently display a framed printed notice of the Mortgaged Vessel's Mortgage in the navigation room and in the master's cabin of the Mortgaged Vessel. The notice must be satisfactory to the Security Agent.

22.5 Chartering

a) None of the Obligors shall enter into any Charter for a Mortgaged Vessel (except for the Bareboat Charters copies of which have been provided to the Agent as a condition precedent to the first Utilisation under this Agreement and, if the Obligors expect to change the bareboat charter structure of any Mortgaged Vessel, such other Bareboat Charters as may be approved by the Agent (acting on the instructions of the Majority Lenders) and a copy of which has been provided to the Agent) which is a bareboat or demise charter or passes possession and operational control of such Mortgaged Vessel to another person.

b) All Charters of the Mortgaged Vessels shall be on terms as to payment or amount of hire which are not materially less beneficial to the Obligors than the terms which at that time could reasonably be expected to be obtained on the open market for vessels of the same age and type as such Mortgaged Vessel under charter commitments of a similar type and period.

c) The Obligors shall promptly notify the Agent of any Charter made for a period which is longer than thirteen (13) months (including any optional or automatic extension periods) and shall deliver to the Agent, upon the Agent's reasonable request, a summary of all Charters to which the Mortgaged Vessels are subject, including the identity of the charterers.

d) The Obligors shall give notice of the assignments contained in the General Assignment for each Mortgaged Vessel to the charterer under any Charter for such Mortgaged Vessel longer than thirteen (13) months (including any optional or automatic extension periods) immediately upon entry into the General Assignment (or, if later, the date of entry into such Charter) and shall ensure that the Agent receives a copy of that notice, provided that, prior to the occurrence and continuance of an Event of Default, no notice shall be required to be given if the Borrower demonstrates to the reasonable satisfaction of the Agent (acting on the instructions of all of the Lenders), sound commercial reasons to refrain from giving such notice. If a charterer of a Mortgaged Vessel is notified of the assignment under the General Assignment, the Obligors shall use reasonable endeavours to obtain acknowledgements of such notices from that charterer (it being acknowledged that it may not be possible to obtain such acknowledgements).

e) Except with approval or as provided at paragraph f) below, the Obligors shall not terminate or rescind the Bareboat Charters or withdraw the Mortgaged Vessel from service under the Bareboat Charters or take any similar action. Except with approval or as provided at paragraph f) below, the Bareboat Charterers shall not terminate or rescind the Bareboat Charters for any reason whatsoever.

f) The relevant Owner and/or the relevant Bareboat Charterers may terminate the Bareboat Charters and related Bareboat Charterparty Fee Agreements (as defined in the relevant General Assignment) and withdraw the relevant Mortgaged Vessel from service under the Bareboat Charters and the Security Agent shall, at the request and the cost of the Borrower, as soon as reasonably practicable release all Transaction

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Security granted to it by the relevant Owner and/or the Bareboat Charterers in respect of the Bareboat Charters and related Bareboat Charterparty Hire and Management Fee Agreements in each case provided that:

i) the relevant Owner or the relevant Bareboat Charterer has given the Agent and the Security Agent not less than 5 (five) Business Days' (or such shorter period as the Lenders may agree) prior written notice of the proposed termination;

ii) the relevant Owner grants such Transaction Security as the Security Agent, in its reasonable opinion, requires and the relevant Owner carries out any action to protect, perfect or give priority to the Transaction Security in each case as the Security Agent, in its reasonable opinion, requires;

iii) this Agreement and any other relevant Finance Documents has been unconditionally amended in such manner as the Agent, in its reasonable opinion, requires in consequence of that additional security being provided; and

iv) the Agent, or its duly authorised representative, has received such documents and evidence it may, in its reasonable opinion, require in relation to that amendment and additional security including documents and evidence of the type referred to in Schedule 3 (Conditions Precedent) in relation to that amendment and additional security and its execution and (if applicable) registration.

g) No Obligor shall do anything which would or might prevent the other Obligors complying with this Clause 22 (Dealings with Mortgaged Vessels) or Clauses 23 (Condition and Operation of Mortgaged Vessels) or 0 (Insurance), or fail to do anything required by the Bareboat Charters where failure to do so would or might have such an effect.

h) Except as approved by the Majority Lenders, the Bareboat Charterers shall not grant or allow to exist any Security Interest over any asset of the Bareboat Charterers over which a Security Interest is granted or expressed to be granted by its General Assignment.

22.6 Payment of Earnings

The relevant Earnings from the Mortgaged Vessel shall be paid in accordance with the provisions of the relevant Mortgaged Vessel's General Assignment. If any Earnings are held by brokers or other agents, they shall be paid to the Security Agent, if so required by the Security Agent following any date on which the Earnings have become payable to the Security Agent under the Mortgaged Vessel's General Assignment.

22.7 Class Records

Upon written request by the Agent not more than once per year except in case of the occurrence and continuance of an Event of Default, the Obligors shall instruct the relevant Classification Society to send to the Agent copies of all class records held by that Classification Society in relation to the relevant Mortgaged Vessel.

23. CONDITION AND OPERATION OF MORTGAGED VESSELS

Each Obligor undertakes that this Clause 23 will be complied with in relation to each Mortgaged Vessel throughout the relevant Mortgaged Vessel's Mortgage Period.

23.1 Defined Terms

In this Clause 23 and in Schedule 3 (Conditions Precedent):

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"Applicable Law" means all laws and regulations applicable to vessels registered in the Mortgaged Vessel's Flag State or which for any other reason apply to the Mortgaged Vessel or to its condition or operation at any relevant time, including, without limitation, laws and regulations relating to scrapping and/or dismantling vessels.

"Applicable operating certificate" means any certificates or other document relating to the Mortgaged Vessel or its condition or operation required to be in force under any Applicable Law or any Applicable Code.

23.2 Repair

The Obligors shall keep each Mortgaged Vessel owned by it in a good safe condition and state of repair:

a) consistent with prudent ownership and sound ship management practice; and

b) so as to maintain that Mortgaged Vessel's class as at the date of this Agreement (or, in the case of any vessel mortgaged as additional security pursuant to Clause 25.13 (Creation of Additional Security), as at the date of creation of such mortgage) free of overdue recommendations and conditions affecting that Mortgaged Vessel's class with a Classification Society.

23.3 Modification

Except with approval of the Agent (acting on the instructions of the Majority Lenders), the structure, type or performance characteristics of the Mortgaged Vessel shall not be modified in a way which could or might materially alter the Mortgaged Vessel or materially reduce its value.

23.4 Removal of Parts

Except with approval of the Agent (acting on the instructions of the Majority Lenders), no material part of the Mortgaged Vessel or any equipment shall be removed from the Mortgaged Vessel if to do so would materially reduce its value (unless at the same time it is replaced with equivalent parts or equipment owned by the relevant Owner free of any Security Interest except Security Interests created pursuant to the Security Documents).

23.5 Third Party Owned Equipment

Except with approval of the Agent (acting on the instructions of the Majority Lenders), equipment owned by a third party shall not be installed on the Mortgaged Vessel if it cannot be removed without risk of causing damage to the structure or fabric of the Mortgaged Vessel or incurring significant expense.

23.6 Maintenance of Class; Compliance with Laws and Codes

The Mortgaged Vessel's class shall be the relevant Classification, which may not be changed without consent of the Majority Lenders. The Mortgaged Vessel and every person who owns, operates or manages the Mortgaged Vessel shall comply in all material respects with all Applicable Laws, and the requirements of all Applicable Codes. There shall be kept in force and on board the Mortgaged Vessel or in such person's custody any applicable operating certificates which are required by Applicable Laws or Applicable Codes to be carried on board the Mortgaged Vessel or to be in such person's custody.

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23.7 Surveys

The Mortgaged Vessel shall be submitted to continuous surveys and any other surveys which are required for it to maintain the Classification as its class. Copies of reports of those surveys shall be provided promptly to the Agent if it so requests. If any recommendations are made in such a report, they shall be complied with in the way and by the time required in the report.

23.8 Inspection

The Agent and/or Security Agent, through a qualified surveyor appointed by the Agent and/or Security Agent for such purpose, shall be allowed once a year to board the Mortgaged Vessel at all reasonable times (without materially interfering with that Mortgaged Vessel's trading or operations) to inspect it and given all proper facilities needed for that purpose, subject to customary indemnity undertakings. The limitation of one such inspection per year per Mortgaged Vessel shall not apply at any time that an Event of Default has occurred and is continuing.

23.9 Lay up

The Obligors shall not allow any lay up of any Mortgaged Vessels without the prior written consent of the Agent (acting on the instructions of the Majority Lenders).

23.10 Information about Mortgaged Vessel

The Agent shall promptly be given any information which it may reasonably require about the Mortgaged Vessel or its employment, position, use or operation, including details of towages and salvages, copies of all Charters subject to the General Assignment and copies of any applicable operating certificates.

23.11 Notification of Certain Events

The Borrower shall immediately notify the Agent of:

a) any Major Casualty or any damage to a Mortgaged Vessel where the cost of the resulting repairs is likely to exceed the Majority Casualty Amount;

b) any occurrence which may result in a Mortgaged Vessel becoming a Total Loss;

c) any requisition of a Mortgaged Vessel for hire;

d) any Environmental Incident, or any Release which in either case may reasonably result in a liability in excess of two million Dollars (US$2,000,000) (or the equivalent in any other currency) involving any single Mortgaged Vessel or five million Dollars (US$5,000,000) (or the equivalent in any other currency) in respect of the Mortgaged Vessels taken together, in accordance with the provisions of Clause 21.10a) (Environmental Matters);

e) any capture, seizure, arrest, confiscation or detention of the Mortgaged Vessel or any exercise or purported exercise of a lien, Security Interest or other claim on the Mortgaged Vessel or its Earnings or Insurances.

23.12 Repairers' Liens

Except with prior written consent of the Security Agent, the Mortgaged Vessel shall not be put into any other person's possession for work to be done on the Mortgaged Vessel if the cost of that work will exceed or is likely to exceed an amount equal to $6,000,000 for such Mortgaged Vessel (or $15,000,000 in the aggregate for all

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Mortgaged Vessels at any given time) put into any other person's possession for work, unless any amount above such threshold is either covered by (i) a written undertaking not to exercise any lien on the Mortgaged Vessel or its Earnings for the cost of such work exceeding such threshold, delivered by such person to the Security Agent on approved terms or (ii) adequate reserves which have been made available (as evidenced in a form and substance reasonably acceptable to the Agent).

23.13 Lawful Use

The Mortgaged Vessel shall not be employed:

a) in any way or in any activity which is unlawful under international law or the domestic laws of any relevant country;

b) in carrying illicit or prohibited goods;

c) in a way which may make it liable to be condemned by a prize court or destroyed, seized or confiscated; or

d) if there are hostilities in any part of the world (whether war has been declared or not), in carrying contraband goods

and the persons responsible for the operation of the Mortgaged Vessel shall take all necessary and proper precautions to ensure that this does not happen, including participation in industry or other voluntary schemes available to the Mortgaged Vessel and in which leading operators of ships operating under the same flag or engaged in similar trades generally participate at the relevant time.

23.14 War Zones

The Mortgaged Vessel shall not enter or remain in any zone which has been declared a war zone by any government entity or the Mortgaged Vessel's war risk insurers unless the Insurances permit the Mortgaged Vessel to enter into or remain in such zone. If the relevant Owner has to take out additional insurances in order to comply with the Mortgaged Vessel's insurer's requirements to ensure that the Mortgaged Vessel remains properly insured in accordance with the Finance Documents in order to enter such war zone, the relevant Owner shall ensure that such additional insurances are obtained and copies of such documents are provided to the Agent at the Agent's request.

23.15 Dismantling, recycling and green passport

a) In the event that the any Group Member sells a Mortgaged Vessel for dismantling or recycling, the relevant Group Member shall obtain from the buyer of that Mortgaged Vessel a covenant that such buyer will dismantle or recycle the vessel in accordance with the provisions of The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009.

b) If any Mortgaged Vessel is to be scrapped by the relevant Owner, the relevant Owner shall first provide the Agent with a copy of that Mortgaged Vessel's "Green Passport" (being a document listing all the potentially hazardous materials on board) or an equivalent document for that Mortgaged Vessel in a form satisfactory to the Agent (acting on the instructions of the Majority Lenders) and executed by a surveyor approved by the Agent (acting on the instructions of the Majority Lenders).

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24. INSURANCE

Each Obligor undertakes that this Clause 24 shall be complied with in relation to each Mortgaged Vessel and its Insurances throughout the relevant Mortgaged Vessel's Mortgage Period.

24.1 Insurance Terms

In this Clause 24:

"Approved Insurers" means any first class insurer for prudent ship operations with a minimum rating of A- with AM Best and/or BBB+ with Standard & Poor's, or any other international, reputable maritime insurance company, underwriter approved in writing by the Agent (acting reasonably) and, in respect of any P&I risk, any club that is a member of the International Group of P&I Clubs or any other P&I Club or association approved in writing by the Agent (acting reasonably).

"Approved Insurance Brokers" means each of Arthur Gallagher, Henschien, Bergvall, BMS, George Duncker, Marsh, Willis, Towers Watson or such other reputable international insurance broker approved in writing by the Agent (acting reasonably).

"Excess risks" means the proportion (if any) of claims for general average, salvage and salvage charges not recoverable under the hull and machinery insurances of a vessel in consequence of the value at which the vessel is assessed for the purpose of such claims exceeding its insured value.

"Excess war risk P&I cover" means cover for claims only in excess of amounts recoverable under the usual war risk cover including (but not limited to) hull and machinery, crew and protection and indemnity risks.

"Hull cover" means insurance cover against the risks identified in paragraphs a) and b) of Clause 24.3 (Coverage Required).

"P&I risks" means the usual risks (including liability for oil pollution, excess war risk P&I cover) covered by a protection and indemnity association which is a member of the International Group of protection and indemnity associations (or, if the International Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the hull cover).

24.2 Required Insurance

The Borrower shall, at its own cost, obtain and maintain at all times insurances in respect of each Mortgaged Vessel against:

a) fire and usual marine risks (including hull and machinery, excess risks, hull interest and freight interest);

b) war and usual dispossession risks (including war protection and indemnity risks and terrorism, piracy, hijacking and confiscation risks);

c) protection and indemnity risks (including pollution liability risks) on usual entry terms adopted by the industry for similar vessels for the full tonnage of each Mortgaged Vessel; and

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d) at the request of the Agent, such other risks and matters specified by the Agent by written notice to the Borrower which the Agent (acting on the instructions of the Majority Lenders) reasonably considers necessary or advisable for a prudent shipowner or operator of a vessel similar to the relevant Mortgaged Vessel to insure against at the time of that notice, where such insurance is available at a reasonable cost, and having regard to market practices and other circumstances prevailing at the relevant time,

in each case, on terms which comply with the other provisions of this Clause 24.

24.3 Coverage Required

a) The insured value of each Mortgaged Vessel shall at all times during the Facility Period represent at least such Mortgaged Vessel's Market Value and the aggregate insured value of all the Mortgaged Vessels in respect of such Insurances shall at all times during the Facility Period be no less than one hundred and twenty per cent. (120%) of the aggregate amount of the Loan then outstanding.

b) The amount of the hull and machinery marine risks coverage for each Mortgaged Vessel shall at all times during the Facility Period represent at least eighty per cent. (80%) of the Mortgaged Vessel's Market Value.

c) The amount insured in respect of P&I risks shall be in the amount equal to the maximum limit of cover available in the market.

24.4 Placing of Cover

The insurance coverage required by Clause 24.2 (Required Insurances) shall be:

a) in the name of the Mortgaged Vessel's Owner and (in the case of the Mortgaged Vessel's hull cover for claims in respect of physical loss or damage to a Mortgaged Vessel) no other person, other than:

i) the Security Agent to the extent required by the Security Agent under Clause 24.4b) below; and

ii) any manager or other third party subject to such person, upon request from the Security Agent, assigning all rights to the Security Agent in a manner acceptable to the Security Agent,

and, if so required by the Agent from time to time, has duly executed and delivered a first priority assignment of its interest in the Mortgaged Vessel's Insurances to the Security Agent in an approved form and provided such supporting documents and opinions in relation to that assignment as the Agent requires);

b) if the Agent so requests (acting on instructions of the Majority Lenders), in the joint names of the Mortgaged Vessel's Owner and the Security Agent (and, to the extent reasonably practicable in the insurance market, without liability on the part of the Security Agent for premiums or calls);

c) in Dollars or another approved currency;

d) arranged through Approved Insurance Brokers or direct with Approved Insurers or protection and indemnity or war risks associations and/or clubs that are members of the "International Group of P&I Clubs"; and

e) on terms and conditions satisfactory to the Security Agent.

24.5 Deductibles

The aggregate amount of any excess or deductible under the Mortgaged Vessel's hull cover shall not exceed US$300,000, unless approved in writing by the Agent (acting reasonably).

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24.6 Mortgagee's Insurance

The Borrower shall promptly reimburse to the Agent (i) the full cost (as conclusively certified by the Agent) of taking out and keeping in force in respect of the Mortgaged Vessels mortgagee's interest insurance (MII) and a mortgagee's additional perils pollution insurance (MAPP) (all P&I risks) cover (however, in relation to MII, only to the extent not already covered under Insurances taken out pursuant to Nordic Maritime Insurance Plan) for the benefit of the Finance Parties in each case for an amount equal to up to one hundred and ten per cent. (110%) of the Loan then outstanding and on such terms as the Agent considers appropriate, and (ii) the full cost incurred by the Agent or the Lenders in considering or making claims thereunder.

24.7 Fleet Liens, Set off and Cancellations

If the Mortgaged Vessel's hull cover also insures other vessels, the Security Agent shall either be given an undertaking in approved terms by the brokers or (if such cover is not placed through brokers or the brokers do not, under any applicable laws or insurance terms, have such rights of set off and cancellation) the relevant insurers that the brokers or (if relevant) the insurers will not:

a) set off against any claims in respect of the Mortgaged Vessel any premiums due in respect of any of such other vessels insured (other than other Mortgaged Vessels); or

b) cancel that cover because of non-payment of premiums in respect of such other vessels,

or the Borrower shall ensure that hull cover for any Mortgaged Vessels is provided under a separate policy from any other vessels, in each case unless reputable international insurance brokers and reputable maritime insurance companies have developed a general policy of not giving such undertakings.

24.8 Insurance Notices and Loss Payable Clauses

The interest of the Security Agent as assignee of the Insurances shall be endorsed on all insurance policies by the incorporation of a Loss Payable Clause and an Insurance Notice in respect of the Mortgaged Vessel and its Insurances signed by its Owner and, unless otherwise approved, each other person assured under the relevant cover (other than the Security Agent if it is itself an assured) in a manner satisfactory to the Security Agent (acting reasonably).

24.9 Details of Renewal of Insurances

Before any of the Mortgaged Vessel's Insurances are due to expire and only if so requested by the Agent, the Agent shall be notified of the names of the brokers, insurers and associations to be used for the renewal of such Insurances and the amounts, risks and terms in, against and on which the Insurances are to be renewed.

24.10 Instructions for Renewal

Before any of the Mortgaged Vessel's Insurances are due to expire, instructions shall be given to brokers, insurers and associations for them to be renewed or replaced on or before their expiry.

24.11 Confirmation of Renewal

The Mortgaged Vessel's Insurances shall be renewed upon their expiry in a manner and on terms which comply with this Clause 24 and confirmation of such renewal given by approved brokers or insurers to the Agent on the day of expiry.

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24.12 Insurance Documents

The Borrower shall, upon the Agent's reasonable request, provide the Agent with pro forma copies of insurance policies and other relevant documentation (including, but not limited to, cover notes) issued by brokers, insurers and associations in connection with the Mortgaged Vessel's Insurances as soon as possible after they are available after they have been replaced or renewed.

24.13 Letters of Undertaking

Unless otherwise approved where the Agent is satisfied that equivalent protection is afforded by the terms of the relevant Insurances and/or any applicable law and/or a letter of undertaking provided by another person, on each placing or renewal of the Insurances, the Agent shall be provided promptly with letters of undertaking in an approved form (having regard to general insurance market practice and law at the time of issue of such letter of undertaking) from the relevant Approved Insurance Brokers, Approved Insurers protection and indemnity risks and/or war risks associations and club undertakings.

24.14 Independent Report

The Agent may at any time request a detailed report from an independent firm of marine insurance brokers giving their opinion on the adequacy of the Mortgaged Vessel's Insurances in which case the Borrower shall reimburse the Agent for the cost of obtaining such a report. The Borrower shall be liable to pay (or reimburse the Agent) for no more than one such report per Mortgaged Vessel per year (unless (x) such report is obtained in connection with the occurrence of, or shows the occurrence of, an Event of Default, in which case the cost of such report shall be for the Borrower's account or (y) there shall be a material change to the Mortgaged Vessel's Insurances.

24.15 Collection of Claims

All documents and other information and all assistance required by the Agent to assist it and/or the Security Agent in trying to collect or recover any claims under the Mortgaged Vessel's Insurances shall be provided promptly.

24.16 Employment of Mortgaged Vessel

The Mortgaged Vessel shall only be employed or operated in conformity with the terms of the Mortgaged Vessel's Insurances (including any express or implied warranties) and not in any other way (unless the insurers have consented and/or any additional requirements of the insurers have been satisfied).

24.17 Declarations and Returns

If any of the Mortgaged Vessel's Insurances are on terms that require a declaration, certificate or other document to be made or filed before the Mortgaged Vessel sails to, or operates within, an area, those terms shall be complied with within the time and in the manner required by those Insurances.

24.18 Application of Recoveries

All sums paid under the Mortgaged Vessel's Insurances to anyone other than the Security Agent shall be applied in repairing the damage and/or in discharging the liability in respect of which they have been paid except to the extent that the repairs have already been paid for and/or the liability already discharged.

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24.19 Settlement of Claims

Any claim under the Mortgaged Vessel's Insurances for a Total Loss or Major Casualty shall only be settled, compromised or abandoned with prior approval of the Agent (acting on the instructions of the Majority Lenders).

25. MINIMUM SECURITY VALUE

Each Obligor undertakes that this Clause 25 will be complied with from the date of this Agreement until the end of the Facility Period.

25.1 Valuation of Assets

For the purpose of the Finance Documents, the value at any time of any Mortgaged Vessel or any other asset over which additional security is provided under this Clause 25 will be its value as most recently determined in accordance with this Clause 25 and, for the avoidance of doubt, in case of additional valuations required by the Agent as contemplated in Clause 25.2c), on the basis of such additional valuations.

25.2 Valuation Frequency

a) Prior to the occurrence of an Event of Default, valuations of each Mortgaged Vessel and each such other asset in accordance with this Clause 25 shall be provided to the Agent:

i) as required to determine the Security Value,

ii) semi-annually (as at each 30 June and 31 December), along with each Compliance Certificate delivered pursuant to Clause 20.3 (Financial Testing) in respect of such dates, and

iii) as required to determine the Market Value of the Mortgaged Vessels as contemplated in Clause 7.4 (Mandatory prepayment - Sale or Total Loss of a Mortgaged Vessel) in connection with a Sale or Total Loss of a Mortgaged Vessel Security Value.

b) After an Event of Default has occurred and while it is continuing, valuations of each Mortgaged Vessel and each such other asset in accordance with this Clause 25 may be required by the Agent at any time.

c) At any time, if the Agent reasonably suspects the Borrower is not in compliance with (i) Clause 20 (Financial Covenants), (ii) Clause 28.1c) (in relation to Forward Freight Agreements), (iii) the required Security Value in connection with any Utilisation, or (iv) this Clause 25, the Agent may (with thirty (30) days' prior notice (other than in the case of item (iii) of this sub-clause (c) in which case no such notice period shall apply)) either request additional valuations of each Mortgaged Vessel to be provided to it by the Borrower or itself obtain additional valuations of each Mortgaged Vessel, in each case, such additional valuations (whether obtained by the Borrower or by the Security Agent) to prevail.

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25.3 Expenses of Valuation

The Borrower shall bear, and reimburse to the Agent where incurred by the Agent, all costs and expenses of providing or obtaining valuations.

25.4 Valuations Procedure

a) The value of any Mortgaged Vessel shall be determined in accordance with this Clause 25.

b) Additional security in the form of Cash deposited in a blocked account subject to Security Interest in favour of the Security Agent shall be valued at par. Any other additional security provided under this Clause 25 shall be valued in such a way, on such a basis and by such persons (including the Agent itself) as may be approved by the Majority Lenders or as may be agreed in writing by the Borrower and the Agent (on the instructions of the Majority Lenders).

25.5 Currency of Valuation

Valuations shall be provided by an Approved Broker in Dollars or, if an Approved Broker is of the view that the relevant type of vessel is generally bought and sold in another currency, in that other currency. If a valuation is provided in another currency, for the purposes of this Agreement it shall be converted into Dollars at the Agent's spot rate of exchange for the purchase of Dollars with that other currency as at the date to which the valuation relates.

25.6 Basis of Valuation

Each valuation will be addressed to the Agent in its capacity as such and made:

a) without physical inspection provided that the Agent (acting on the instructions of the Majority Lenders acting reasonably) may by no less than two months' notice to the Borrower require that the Market Value be determined in respect of one or more Mortgaged Vessels with physical inspection;

b) on the basis of a sale for prompt delivery for a price payable in full in cash on delivery at arm's length on normal commercial terms between a willing buyer and a willing seller not under duress; and

c) without taking into account the benefit of any charter commitment.

25.7 Information Required for Valuation

The Borrower shall promptly provide to the Agent and any such Approved Broker any information which they reasonably require for the purposes of providing such a valuation.

25.8 Approved Brokers

All valuers must be an Approved Broker. The Agent may from time to time notify the Borrower of approval of one or more additional independent ship brokers as Approved Brokers for the purposes of this Clause 25.

25.9 Appointment of Approved Brokers

When a valuation is required for the purposes of this Clause 25, the Borrower shall promptly appoint two (2) Approved Brokers to provide such a valuation. If the Borrower is approved to appoint valuers but fails to do so promptly, the Agent may appoint Approved Brokers to provide that valuation.

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25.10 Number of Valuers

Each valuation will be carried out by two Approved Brokers obtained by the Borrower.

25.11 Differences in Valuations

a) Subject to paragraphs b) and c) below, if the valuations provided by each Approved Broker differ, the value of the relevant Mortgaged Vessel for the purposes of the Finance Documents will be the mean average of those valuations.

b) If the valuations on a Mortgaged Vessel delivered by the two (2) Approved Brokers deviates by a margin of more than twenty per cent. (20%) of the higher of the two valuations, the Agent (acting on behalf of the Lenders) may request a valuation from a third Approved Broker and the "Market Value" of the relevant Mortgaged Vessel shall thereafter be the average of the three (3) valuations.

c) If the valuations of all Mortgaged Vessels in the aggregate delivered by two (2) Approved Brokers deviates by a margin of more than ten per cent. 10% of the higher of the two valuations, the Agent (acting on behalf of the Lenders) may request valuations from a third Approved Broker for all such Mortgaged Vessels and the "Market Value" of such Mortgaged Vessels shall thereafter be the average of the three (3) valuations.

25.12 Security Shortfall

If at any time the Security Value is less than the Minimum Value, the Agent may, and shall, if so directed by the Majority Lenders, by notice to the Borrower require that such deficiency be remedied. The Borrower shall then within fourteen (14) days of receipt by the Borrower of such notice ensure that the Security Value equals or exceeds the Minimum Value. For this purpose, the Borrower may, at its option:

a) provide additional security over other assets approved by the Majority Lenders in accordance with this Clause 25; and/or

b) prepay any part of the Loan under Clause 7.6 (Voluntary Prepayment) provided that in such case no minimum prepayment amount requirements shall be applicable;

and in the event that such additional security is not provided, or prepayment made, within fourteen (14) days of receipt by the Borrower of such notice, the Borrower shall prepay such amount of the Loan as shall be required under Clause 7.3 (Mandatory Prepayment – Security Value), which shall, for the avoidance of doubt, not constitute a breach of this Agreement.

25.13 Creation of Additional Security

The value of any additional security which the Borrower offers to provide to remedy all or part of a shortfall in the amount of the Security Value will only be taken into account for the purposes of determining the Security Value if and when:

a) in the case of any vessel mortgaged as additional security pursuant to Clause 25.12 (Security Shortfall), the relevant owner accedes as an Additional Guarantor and grants the Transaction Security and carries out any action to protect, perfect or give priority to the Transaction Security in each case identified in Part III of Schedule 3 (Conditions Precedent);

b) that additional security, its value and the method of its valuation have been approved by the Majority Lenders, it being agreed that cash collateral provided in Dollars and placed in a blocked account with the Account

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Bank which is subject to a perfected Security Interest in favour of the Security Agent shall always be acceptable to the Lenders and shall be valued at par;

c) a Security Interest over that security has been constituted in favour of the Security Agent or (if appropriate) the Finance Parties pursuant to security documentation in form and substance satisfactory to the Security Agent;

d) the Finance Documents have been unconditionally amended in such manner as the Agent, in its reasonable opinion, requires in consequence of that additional security being provided; and

e) the Agent, or its duly authorised representative, has received such documents and evidence it may, in its reasonable opinion, require in relation to that amendment and additional security including documents and evidence of the type referred to in Schedule 3 (Conditions Precedent) in relation to that amendment and additional security and its execution and (if applicable) registration.

25.14 Release of Additional Security

a) In connection with each semi-annual valuation of the Mortgaged Vessels as contemplated in Clause 25.2a)i) only and provided always that the conditions set out in Clause 25.14b) below are satisfied, the Security Agent shall, at the request and the cost of the Borrower, as soon as reasonably practicable following receipt of the notice referred to in Clause 25.14b)b)i) below (but in any case no earlier than the Proposed Additional Security Reduction Date set out in such notice), release any Security Interests over additional security in the form of cash created pursuant to Clause 25.13 (Creation of Additional Security), such date on which the relevant releases occur being a "Additional Security Reduction Date".

b) The conditions referred to in Clause 25.14a) above are as follows:

i) the Borrower shall have provided the Agent and the Security Agent with at least fifteen (15) Business Days' prior written notice of such request for release of the relevant Security Interests, such notice stating a proposed date of release (the "Proposed Additional Security Reduction Date") which date shall be no later than 30 days following the date of the relevant semi-annual valuation Compliance Certificate referred to Clause iii) below;

ii) the released security must be in lump sums of US$1,000,000 or, if the security is less than US$1,000,000, that amount; and

iii) immediately prior to and following the Additional Security Reduction Date, the Security Value shall be equal to or greater than the Minimum Value, as set out in a semi-annual valuation Compliance Certificate.

26. BANK ACCOUNTS

Each Obligor undertakes that this Clause 26 will be complied with following the Initial Borrowing Date until the end of the Facility Period.

26.1 Earnings Account

a) An Obligor or some or all of the Obligors jointly shall be the holder(s) of one or more Accounts with an Account Bank which is designated as an "Earnings Account" for the purposes of the Finance Documents. The Earnings Accounts must be notified to the Security Agent prior to the first Utilisation and the Earnings Accounts of the Owners may not be changed without the prior consent of the Security Agent and subject

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always to the execution and perfection of an Earnings Account Pledge over the relevant Earnings Accounts of the Owners.

b) The Earnings of the Mortgaged Vessels, any Requisition Compensation in respect of the Mortgaged Vessels, and all moneys payable to the Obligors under the Mortgaged Vessel's Insurances shall be paid by the persons from whom they are due to an Earnings Account unless required to be paid to the Security Agent under the relevant Finance Documents.

26.2 Other Provisions

a) An Account may only be designated for the purposes described in this Clause 26 if such designation is made in writing by the Agent and acknowledged by the Borrower and specifies the names and addresses of the Account Bank and the Account Holder(s) and the number and any designation or other reference attributed to the Account.

b) The rates of payment of interest and other terms regulating any Account will be a matter of separate agreement between the relevant Account Holder(s) and Account Bank.

27. BUSINESS RESTRICTIONS

Except as otherwise approved by the Majority Lenders, each Obligor undertakes that this Clause 27 will be complied with by and in respect of each Group Member from the date of this Agreement until the end of the Facility Period.

27.1 Change of Business

Except as approved by the Majority Lenders, no Group Member shall engage in any business other than the businesses in which such entity is engaged as at the date of this Agreement and activities related directly thereto and similar or related business. The Borrower shall not, and shall procure that no other Group Member will, make any material change to its business from that as at the date of this Agreement except:

a) the disposal of any Fleet Vessels, subject to compliance with Clause 7.4 (Mandatory Prepayment – Sale or Total Loss); or

b) as approved by the Majority Lenders.

27.2 The Business of Owner A

Owner A shall not conduct any business other than the ownership and operation of the Mortgaged Vessels owned by it and any business incidental thereto.

27.3 Negative Pledge – Owner A

a) Owner A shall not grant, assume or permit any Security Interest to exist, arise or be created or extended over all or any part of its assets.

b) Without prejudice to Clauses 27.4 (Financial Indebtedness) and 27.7 (Disposals), Owner A shall not:

i) sell, transfer or otherwise dispose of any of its assets on terms whereby that asset is or may be leased to, or reacquired by, any other Group Member other than pursuant to disposals permitted under Clause 27.7 (Disposals);

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ii) sell, transfer, factor or otherwise dispose of any of its receivables on recourse terms (except for the discounting of bills or notes in the ordinary course of business);

iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set off or made subject to a combination of accounts; or

iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

c) Clauses 27.3a) and 27.3b) above do not apply to Permitted Security Interests.

27.4 Negative pledge – shares in Owner B

TORM A/S undertakes not to grant or permit to exist, and immediately procure the removal of any Security Interest over any of the shares in Owner B.

27.5 Financial Indebtedness – The Obligors (other than Owner A)

a) No Obligor (other than Owner A) shall incur or permit to exist, any Financial Indebtedness owed by it to any other person except:

i) any Financial Indebtedness incurred by an Obligor (other than Owner A) if:

A) the Borrower and the Group is in compliance with the provisions of Clause 20 (Financial Covenants); and

B) the Borrower and the Group will remain in compliance with the provisions of Clause 20 (Financial Covenants) even after taking account of such Financial Indebtedness on a pro forma basis; and

C) no Event of Default has occurred and is continuing at the time such Financial Indebtedness is incurred or would occur as the result of the incurrence of such Financial Indebtedness; and

ii) Financial Indebtedness incurred under the Finance Documents.

b) The Borrower shall ensure that the aggregate exposure of the Group under charter arrangements for vessels owned by third parties with remaining terms in excess of six (6) months shall not exceed, when added to any exposure of the Group under Forward Freight Agreements entered into under Clause 28.1c), an amount equal to a charter-in day rate of US$25,000 payable on 50% of all Fleet Vessels owned by all Group Members for a period of twenty-four (24) months. The aggregate exposure of the Group under charter-in arrangements for vessels owned by third parties as per 30 June or 31 December (as the case may be) in the relevant year shall be reported on in each Compliance Certificate.

27.6 Financial Indebtedness – Owner A

Owner A shall not incur or permit to exist, any Financial Indebtedness owed by it to anyone else except:

a) Financial Indebtedness incurred under the Finance Documents;

b) Financial Indebtedness incurred which is approved at the relevant time by all of the Lenders;

c) Financial Indebtedness owed to the Borrower and incurred in connection with the acquisition of the Mortgages Vessels subject to the terms of the Subordination Deed and which Financial Indebtedness is

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eliminated on or prior to the date that is 120 days following the Utilisation Date for the Utilisation of the Facility that is applied to the financing of such Mortgaged Vessels; and

d) trade credits on normal commercial terms and in the ordinary course of business.

27.7 Loans and credit –Owner A

Owner A shall not make, grant or permit to exist any loans or any credit by it to anyone else other than:

a) loans or credit to another Obligor; and

b) trade credit granted by it to its customers on normal commercial terms in the ordinary course of its trading activities.

27.8 Disposals – Owner A

a) Other than as set forth in Clause 27.7b) below, Owner A shall not enter into a single transaction or a series of transactions, whether related or not and whether voluntarily or involuntarily, to sell, lease, transfer or otherwise dispose of any of its assets except for any of the following disposals so long as they are not prohibited by any other provision of the Finance Documents:

i) disposals of assets on normal commercial terms, at market value and on an arm's length basis; and

ii) disposals permitted by Clause 27.1 (Negative Pledge – the Owners).

b) Provided that no Event of Default has occurred and is continuing, Owner A may dispose of a Mortgaged Vessel owned by it, subject to compliance with Clause 7.4 (Mandatory Prepayment – Sale or Total Loss of Vessel).

27.9 Contracts and Arrangements with Affiliates

No Group Member shall be party to any arrangement or contract with any of its Affiliates unless such arrangement or contract is on an arm's length basis (except for Financial Indebtedness owed to another Group Member or an "Affiliate" (as such term is defined in accordance with GAAP) of any Group Member, provided that all Financial Indebtedness owing from an Obligor to another Group Member shall be unsecured and, to the extent required by the Subordination Deed, fully subordinated to this Agreement and the other Finance Documents).

27.10 Acquisitions and Investments – Owner A

Owner A shall not acquire any person, business, vessels or other material assets (other than a vessel that is, or becomes, a Mortgaged Vessel) or make any investment in any person or business or enter into any joint venture arrangement except for capital expenditures or investments relating to upgrade or maintenance work in the ordinary course of business.

27.11 Distributions and Other Payments

a) Except as permitted under Clause 27.10b) below, the Borrower shall not:

i) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or kind) on or in respect of its share capital (or any class of its share capital);

ii) repay or distribute any dividend or share premium reserve;

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iii) pay or allow the payment by any other Group Member of any management, advisory or other fee to or to the order of any of the shareholders of the Borrower;

iv) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so; or

v) make any payment or repayment or allow any other Group Member to make a payment or repayment under any Financial Indebtedness owed to a shareholder of the Borrower or a Group Member which is not an Obligor;

each of the above being referred to herein as a "Distribution".

b) Clause 27.10a) above does not apply to any direct or indirect Distributions by the Borrower after the expiry of each half of each of its financial years, of up to 75% of its Net Income (as defined below) for that half year period; provided that:

i) any such Distributions are declared and made when no Default is continuing or would occur immediately after the declaration or making of such payments; and

ii) after giving effect to any such payments, the Borrower is not in breach of any of the provisions of Clause 20.2 (Financial Condition).

For this purpose, "Net Income" shall mean the net income determined based on the Borrower's financial statements as at 30 June or its annual audited financial statements, as the case may be. Any amount available for distribution based on Net Income for a financial year and that is not distributed shall not be carried forward.

c) This Clause 27.10 shall cease to apply at any time:

i) at which the Group LTV is equal to or less than fifty per cent. (50%) and would continue to be equal to or less than fifty per cent. (50%) following the Distribution; or

ii) the Borrower is listed on the New York Stock Exchange or Nasdaq New York.

For this purpose "Group LTV" means the ratio of (y) the sum of the Group's Borrowings less Cash and Cash Equivalents to (z) the aggregate Market Value of the Fleet Vessels determined in the same manner as Market Value in respect of the Mortgaged Vessels.

28. HEDGING CONTRACTS

Each Obligor undertakes that this Clause 28 will be complied with from the date of this Agreement until the end of the Facility Period.

28.1 Hedging

a) The Owners shall not enter into any Hedging Transactions.

b) The Obligors shall not enter into a Hedging Transaction or any other Treasury Transaction either with a Hedging Provider or a third party which is speculative, which includes Hedging Transactions and other Treasury Transactions that are (i) not entered into to hedge a real risk or exposure which the Borrower has or (ii) entered into by the Borrower for the main purpose of financial losses or gains.

c) Notwithstanding the provisions of Clause 28.1b), Forward Freight Agreements which are not entered into for the purpose of hedging cover against the forward position in which the Group has a commitment in relation to freight market risk existing because of trading of specified time charters and voyages in respect of physical vessels or cargoes in respect of any Fleet Vessel may be entered into (other than by the Owners) with any Hedge Provider or third party, provided that the aggregate exposure under such Forward Freight Agreements

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(when added to the outstanding exposure under Charters permitted by Clause 27.4b)) shall not exceed an amount equal to a charter-in day rate of US$25,000 payable on fifty per cent. (50%) of all Fleet Vessels owned by all Group Members for a period of twenty-four (24) months; and provided further that such Forward Freight Agreements are entered into in the ordinary course of trading, on arms' length terms and using market standard documents. The aggregate exposure of the Group under Forward Freight Agreements entered into under this Clause 28.1c) as of 30 June or 31 December (as the case may be) in the relevant financial year shall be specified in each Compliance Certificate.

d) Any Treasury Transaction which is concluded with a Hedging Provider shall be on the terms of the Hedging Master Agreement or Forward Freight Agreement with that Hedging Provider.

e) If and when any such Treasury Transaction has been concluded with a Hedging Provider, it shall constitute a Hedging Contract for the purposes of the Finance Documents.

29. EVENTS OF DEFAULT

Each of the events or circumstances set out in Clauses 29.1 (Non-payment) to 29.23 (Mortgaged Vessel Registration) is an Event of Default.

29.1 Non payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

a) its failure to pay is caused by administrative or technical error or by a Payment Disruption Event; and

b) payment is made within three (3) Business Days of its due date.

29.2 Financial Covenants

The Borrower does not comply with Clause 20 (Financial Covenants).

29.3 Insurance

The Insurances in respect of a Mortgaged Vessel are not placed and kept in force in the manner required by Clause 24 (Insurance).

29.4 Security Shortfall

The Borrower, upon the request of the Agent, fails to timely comply with the provisions of Clause 25.12 (Security Shortfall).

29.5 Sanctions

The representation made or deemed to be made or repeated by the Obligors in Clause 18.32 (Sanctions) is or proves to have been incorrect or misleading in any respect when made or deemed to be made or repeated or any proceeds of the Loan are applied in contravention of the restrictions set out in Clause 21.1 (Use of Proceeds) or any Obligor fails to comply with its obligations under Clause 21.3d) (Compliance with Laws - Sanctions Laws) or Clause 21.15 (Sanctions) or any other requirement with respect to Sanctions set out in this Agreement is not complied with.

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29.6 Other Obligations

a) An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clauses 29.1 (Non-payment), 29.2 (Financial Covenants), 29.3 (Insurance), 29.4 (Security Shortfall), or 29.5 (Sanctions)).

b) No Event of Default under Clause 29.6a) above will occur if the Agent considers in its reasonable opinion that the failure to comply is capable of remedy and the failure is remedied within ten (10) Business Days of the earlier of (i) the Agent giving notice to the Borrower or relevant Obligor and (ii) the Borrower or an Obligor becoming aware of the failure to comply.

29.7 Misrepresentation

a) Any representation, warranty or statement made or deemed to be made or repeated by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document (other than the representation set out in Clause 18.32 (Sanctions)) is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

b) No Event of Default under Clause 29.7a) above will occur if the Agent considers in its reasonable opinion that the circumstances giving rise to that misrepresentation are capable of remedy and are remedied within fifteen (15) Business Days of the earlier of (i) the Agent giving notice to the Borrower or relevant Obligor and (ii) the Borrower or an Obligor becoming aware of the failure to comply.

29.8 Breach of material contract

An event or circumstance is outstanding which constitutes an event of default or termination event (however described) under any material agreement or instrument (other than a Finance Document or any agreement between an Obligor and any Lender or any Affiliate of any Lender or any other agreement or arrangement which relates to Financial Indebtedness (without prejudice to Clause 29.9 (Cross Default)) which is binding on the Borrower or any other Group Member or to which its assets are subject.

29.9 Cross Default

a) Any Financial Indebtedness of any Group Member is not paid when due nor within any originally applicable grace period.

b) Any Financial Indebtedness of any Group Member is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

c) Any commitment for any Financial Indebtedness of any Group Member is cancelled or suspended by a creditor of that Obligor as a result of an event of default (however described).

d) The counterparty to a Treasury Transaction entered into by any Group Member becomes entitled to terminate that Treasury Transaction early by reason of an event of default (however described).

e) Any creditor of any Group Member becomes entitled to declare any Financial Indebtedness of that Group Member immediately due and payable prior to its specified maturity as a result of a material event of default (however described).

f) No Event of Default will occur under this Clause 29.9 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within Clauses 29.9a) to e) is less than ten million Dollars (US$10,000,000) (or its equivalent in any other currency or currencies).

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29.10 Insolvency

a) Any Group Member (other than an Owner) is generally unable or admits inability to pay its debts in an aggregate amount exceeding ten million Dollars (US$10,000,000) or an Owner is generally unable or admits inability to pay its debts in an aggregate amount exceeding one million Dollars (US$1,000,000) as they fall due, suspends making payments on any of its debts exceeding ten million Dollars (US$10,000,000) or one million Dollars (US$1,000,000), as the case may be, in aggregate or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such hereunder) with a view to rescheduling any of its indebtedness in excess of ten million Dollars (US$10,000,000) or one million Dollars (US$1,000,000), as the case may be, in aggregate.

b) The value of the assets of any Group Member is less than its liabilities (taking into account contingent and prospective liabilities) and as a result such Group Member is required under applicable law to file for insolvency or cease trading.

c) A moratorium is declared in respect of any indebtedness of any Group Member (other than an Owner) exceeding ten million Dollars (US$10,000,000) in aggregate or of any indebtedness of an Owner exceeding one million Dollars (US$1,000,000) in aggregate. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

29.11 Insolvency Proceedings

a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

i) the suspension of payments (with respect to payments in respect of debt, in respect of debt in an aggregate amount exceeding US$10,000,000), a moratorium of any indebtedness exceeding ten million Dollars (US$10,000,000) aggregate, winding up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Group Member (other than an Owner);

ii) the suspension of payments (with respect to payments in respect of debt, in respect of debt in an aggregate amount exceeding US$1,000,000), a moratorium of any indebtedness exceeding one million Dollars (US$1,000,000) aggregate, winding up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of an Owner;

iii) a composition, compromise, assignment or arrangement with any creditor of any Group Member (other than an Owner) in respect of debt in an aggregate amount exceeding US$10,000,000 or in respect of an Owner in respect of debt in an aggregate amount exceeding US$1,000,000;

iv) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Group Member (other than an Owner) or any of its assets having an aggregate value exceeding US$10,000,000 (including the directors of any such Group Member requesting a person to appoint any such officer in relation to such Obligor or any of its assets), or

v) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of an Owner or any of its assets having an aggregate value exceeding US$1,000,000 (including the directors of an Owner requesting a person to appoint any such officer in relation to an Owner or any of its assets)

or any analogous procedure or step is taken in any jurisdiction.

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b) Clause 29.11a) above shall not apply to any winding up petition (or analogous procedure or step) which is frivolous or vexatious and is discharged, stayed or dismissed within fourteen (14) days (or such longer period as the Agent may agree) of commencement or, if earlier, the date on which it is advertised.

29.12 Creditors' Process

Any expropriation, attachment, sequestration, distress, execution or analogous process affects any substantial asset or assets of any Group Member (other than an Owner) having an aggregate value exceeding ten million Dollars (US$10,000,000) or, in respect of an Owner having an aggregate value exceeding one million Dollars (US$1,000,000) (other than a Mortgaged Vessel) and, in each case, is not discharged within five (5) Business Days.

29.13 Unlawfulness and Invalidity

a) It is or becomes unlawful for an Obligor or any other Group Member which is a party to the Subordination Deed to perform any of its obligations under the Finance Documents.

b) Any obligation or obligations of any Obligor under any Finance Documents or any other Group Member under the Subordination Deed are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

c) Any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination created under the Subordination Deed ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.

29.14 Subordination Deed

a) Any Group Member which is party to the Subordination Deed (other than an Obligor) fails to comply with the provisions of, or does not perform its obligations under, the Subordination Deed; or

b) a representation or warranty given by that party in the Subordination Deed is incorrect in any material respect,

and if the non-compliance or circumstances giving rise to the misrepresentation are capable of remedy, and it is not remedied within fifteen (15) Business Days of the earlier of the Agent giving notice to that party or that party becoming aware of the non-compliance or misrepresentation.

29.15 Cessation of Business and Revocation of Authorisations

a) The Borrower suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or substantially all of its business.

b) Any Authorisation required in connection with the entry by any Obligor into, validity or enforceability of any of the Finance Documents or the performance by any Obligor of the obligations thereunder or any of the transactions contemplated thereby is revoked, terminated or otherwise ceases to be in full force and effect and such revocation, termination or cessation has or is reasonably like to have a Material Adverse Effect.

29.16 Ownership of the Obligors

At any time after the initial Utilisation Date any Obligor (other than the Borrower) is not or ceases to be a direct or indirect wholly-owned Subsidiary of the Borrower.

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29.17 Audit Qualification

The Borrower's Auditors issue a qualified opinion or an adverse opinion as contemplated by international auditing standards as at the date of this Agreement with respect to the consolidated audited annual financial statements of the Borrower.

29.18 Expropriation

The authority or ability of any Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action (including destruction of a substantial part of such Obligor's assets (including any Mortgaged Vessel)) by or on behalf of any governmental, regulatory or other authority or other person in relation to any Group Member or any of its assets, provided such event has or is reasonably likely to have a Material Adverse Effect.

29.19 Repudiation and Rescission of Finance Documents

An Obligor (or, in the case of the Subordination Deed, any Group Member which is a party to the Subordination Deed (other than an Obligor)) repudiates or purports to repudiate a Finance Document or rescinds or purports to rescind a Finance Document.

29.20 Litigation

Any litigation, alternative dispute resolution, arbitration or administrative proceeding is taking place, or threatened against any Group Member or any of its assets, rights or revenues which, which is not frivolous or vexatious and which, if adversely determined has or is reasonably likely to have a Material Adverse Effect, except if such Group Member has taken out an appropriate insurance cover in respect of the whole amount of any judgement, arbitral award or order relating thereto and has provided evidence thereof to the Agent.

29.21 Material Adverse Effect

Any Environmental Incident or other event or circumstance or series of events (including any change of law) occurs which has or is reasonably likely to have a Material Adverse Effect.

29.22 Arrest of Mortgaged Vessel

A maritime or other lien (not being a Permitted Maritime Lien) is imposed on any Mortgaged Vessel or if a Mortgaged Vessel, its Earnings, Insurances or Requisition Compensation is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim and in either case the relevant Owner fails to procure the release of such lien or Mortgaged Vessel within a period of thirty (30) days (or such longer period as may be approved) of any of the Obligors becoming aware of such event save where the Obligors have provided additional security to the Security Agent in such form and for such amounts as the Agent may approve, acting on the instructions of all the Lenders.

29.23 Mortgaged Vessel Registration

Except with approval, the registration of any Mortgaged Vessel under the laws and flag of its Flag State is cancelled or terminated or, where applicable, not renewed or, if such Mortgaged Vessel is only provisionally registered on the date of its Mortgage, such Mortgaged Vessel is not permanently registered under such laws within thirty (30) days of such date.

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29.24 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

a) cancel the Total Commitments at which time they shall immediately be cancelled; and/or

b) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; and/or

c) declare that all or part of the Loan be payable on demand, at which time it shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or

d) declare that no withdrawals be made from any Account; and/or

e) exercise or direct the Security Agent and/or any other beneficiary of the Security Documents to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

30. TRANSACTION SECURITY

30.1 Ranking

The Transaction Security shall secure the Obligors' liabilities under this Agreement and the Finance Documents (other than the Hedging Contracts) on a first priority basis and shall secure the Obligors' liabilities under the Hedging Contracts on a second priority basis.

30.2 Hedging Providers

a) Accession: It is acknowledged that at the time any Hedging Contract is entered into after the date hereof, any Hedging Provider who is party to such Hedging Contract (and who is not a party to this Agreement and the Subordination Deed as a Hedging Provider) shall accede to, and become a party to, this Agreement and the Subordination Deed by entering into a deed of accession in a form to be agreed by the parties and upon the execution of such deed of accession the relevant Hedging Provider shall have the rights and obligations on the part of the Hedging Providers contained in this Agreement and the other Finance Documents.

b) Transaction Security rights: Each Hedging Provider is a Finance Party and as such, will be entitled to share in the Transaction Security in respect of any liabilities of the Obligors under the Hedging Contracts with such Hedging Provider in the manner and to the extent contemplated by the Finance Documents.

c) No Voting Rights: No Hedging Provider in its capacity as such shall be entitled to vote on any matter where a decision of the Lenders alone is required under this Agreement, whether before or after the termination or close out of the Hedging Contracts with such Hedging Provider, provided that each Hedging Provider shall be entitled to vote on any matter where a decision of all the Finance Parties is expressly required.

d) Acceleration and Enforcement of Security: Neither the Agent or any other beneficiary of the Security Documents shall be obliged, in connection with any action taken or proposed to be taken under or pursuant to Clause 29 (Events of Default) or pursuant to the other Finance Documents, to have any regard to the requirements of the Hedging Provider except to the extent that the relevant Hedging Provider is also a Lender.

e) No claims under the Owner's Guarantee. No Hedging Providershall make any claims under the Owner's Guarantee (such claims to be made only by the Security Agent on behalf of the Finance Parties) and any

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amounts that may be paid out by the Owner under the Owner's Guarantee shall be deemed to be Recoveries (as defined in Clause 30.4a) and shall be treated and distributed as such.

30.3 Enforcement of Transaction Security

a) Enforcement instructions:

i) The Security Agent may refrain from enforcing the Transaction Security unless instructed otherwise by the Majority Lenders.

ii) The Security Agent shall not enforce the Transaction Security in the absence of instructions from the Majority Lenders unless the Security Agent reasonably considers that it is necessary to do so in order to protect the priority, value or enforceability of the relevant Transaction Security.

iii) If any action has been taken under Clause 29.24 (Acceleration), the Majority Lenders may, subject to the Transaction Security having become enforceable in accordance with its terms, give or refrain from giving instructions to the Security Agent to enforce or refrain from enforcing the Transaction Security as the Majority Lenders see fit.

b) Manner of enforcement: If any Transaction Security is being enforced in accordance with this Agreement and the Security Documents, the Security Agent shall enforce the Transaction Security in such manner (including, without limitation, the selection of any administrator (or any analogous officer in any jurisdiction) of any Obligor to be appointed by the Security Agent) as the Majority Lenders shall instruct, or, in the absence of any such instructions, as the Security Agent considers in its discretion to be appropriate or in the best interests of the relevant Secured Parties.

c) Waiver of rights. To the extent permitted under applicable law, each of the Secured Parties and the Obligors waives all rights it may otherwise have to:

i) require that the Transaction Security be enforced in any particular order or manner or at any particular time or that any sum received or recovered from any person, or by virtue of the enforcement of any of the Transaction Security or of any other security interest, which is capable of being applied in or towards discharge of any of the Secured Obligations is so applied; or

ii) contest or support any other person in contesting, in any proceeding, (i) the validity, perfection, priority or enforceability of the Transaction Security and/or (ii) the relative rights and duties of the Secured Parties under this Agreement or any other Finance Document with respect to such Transaction Security; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any party hereto to enforce this Agreement, including the priority of the Transaction Security as provided herein.

d) Duties owed: Each of the Secured Parties and the Obligors acknowledges that, in the event that the Security Agent enforces or is instructed to enforce any Transaction Security by the Majority Lenders, the duties of the Security Agent and of any Receiver or Delegate owed to the other Secured Parties in respect of the method, type and timing of that enforcement or of the exploitation, management or realisation of any of that Transaction Security shall be no different to or greater than the duty that is owed by the Security Agent, Receiver or Delegate to the Obligors under general law.

e) Enforcement through Security Agent only: The Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Security Documents except through the Security Agent.

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30.4 Application of Recoveries

a) Order of application: Subject to Clause b) below, all amounts from time to time received or recovered by the Security Agent in connection with the realisation or enforcement of all or any part of the Transaction Security and any collections under the Owners' Guarantees (together, for the purposes of this Clause 30.4, the "Recoveries") shall be held by the Security Agent on trust to apply them to the extent permitted by applicable law (and subject to the provisions of this Clause 30.4), in the following order of priority:

i) in discharging costs, expenses, fees or other sums of a similar nature owing to the Security Agent, any Receiver or any Delegate in connection with any realisation or enforcement of the Transaction Security taken in accordance with the terms of this Agreement;

ii) in payment of all costs and expenses incurred by any other Secured Party in connection with any realisation or enforcement of the Transaction Security taken in accordance with the terms of this Agreement;

iii) in payment to the Agent on its own behalf and on behalf of the Lenders for application (in accordance with the terms of this Agreement) towards the discharge of:

A) first, any and all obligations of the Obligors owed to the Agent under the Finance Documents; and

B) second, any and all obligations of the Obligors owed to the Lenders under the Finance Documents;

iv) in payment to the Hedging Providers for application towards the discharge of the obligations of the Obligors owed to the Hedging Providers (on a pro rata basis between such obligations owed to each Hedging Provider); and

v) if none of the Obligors or other Group Members is under any further actual or contingent liability under any Finance Document or Hedging Contract, in payment to the relevant Obligor or Group Member.

b) Prospective liabilities: Following an acceleration under Clause 29.24 and/or the enforcement of any of the Transaction Security and/or the receipt of any Recoveries under the Owners' Guarantees, the Security Agent may (upon instructions from the Majority Lenders) hold any amount of the Recoveries in a suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (any interest being credited to the relevant account) for later application under Clause 30.4a) (Order of application) in respect of:

i) any sum due or owing to the Security Agent, any Receiver or any Delegate; and

ii) any part of the Obligors' liabilities to the Finance Parties,

that the Security Agent reasonably considers, in each case, might become due or owing at any time in the future.

c) Investment of proceeds: Prior to the application of the proceeds of the Security Property in accordance with Clause 30.4a) (Order of application) the Security Agent may, upon instructions from the Majority Lenders, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) pending the application from time to time of those monies in accordance with the provisions of this Clause 30.4.

d) Currency Conversion: For the purpose of, or pending the discharge of, any of the Secured Obligations the Security Agent may convert any moneys received or recovered by the Security Agent from one currency to another (in the case of the Security Agent, at the Security Agent's Spot Rate of Exchange). The obligations of

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any Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

e) Permitted Deductions: The Security Agent shall be entitled, in its discretion, (a) to set aside by way of reserve amounts required to meet and (b) to make and pay, any deductions and withholdings (on account of taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement, and to pay all Taxes which may be assessed against it in respect of any of the Charged Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Agent or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).

f) Good Discharge: Any payment to be made in respect of the Secured Obligations by the Security Agent:

i) may be made to the Agent on behalf of the Lenders; or

ii) shall be made direct to the Hedging Providers,

and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Agent.

The Security Agent is not under any obligation to make the payments to the Agent or the Hedging Providers under this paragraph f) in the same currency as that in which the Obligors' liabilities are denominated.

g) Calculation of Amounts: For the purpose of calculating any person's share of any sum payable to or by it, the Security Agent shall be entitled to:

i) notionally convert the liabilities owed to any person into US Dollars, that notional conversion to be made at the spot rate at which the Security Agent is able to purchase the US Dollars with the actual currency of the Liabilities owed to that person at the time at which that calculation is to be made; and

ii) assume that all moneys received or recovered as a result of the enforcement or realisation of the Security Property are applied in discharge of the liabilities in accordance with the terms of the Finance Documents under which those Liabilities have arisen.

30.5 Turnover by the Finance Parties

a) Turnover: If at any time prior to the Final Repayment Date, any Finance Party receives or recovers any amount of Recoveries not paid to it in accordance with Clause 30.4 (Application of Recoveries) (including by way of set-off) that Finance Party will:

i) in relation to receipts and recoveries not received or recovered by way of set-off, hold that amount on trust for the Security Agent and promptly pay that amount to the Security Agent for application in accordance with the terms of this Agreement; and

ii) in relation to receipts and recoveries received or recovered by way of set-off, promptly pay an amount equal to that recovery to the Security Agent for application in accordance with the terms of this Agreement.

b) Sums received by Obligors or other Group Members: If any of the Obligors or any other Group Member receives or recovers any sum which, under the terms of any of the Finance Documents, should have been paid to the Security Agent, that Obligor will, and in the case of a Group Member the Obligors shall ensure that that Group Member will, hold that amount on trust for the Security Agent and promptly pay that amount to the Security Agent for application in accordance with the terms of this Agreement; and

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c) Saving provision: If, for any reason, any of the trusts expressed to be created in this Clause 7 should fail or be unenforceable, the affected Finance Party or Obligor or other Group Member will promptly pay an amount equal to that receipt or recovery to the Security Agent to be held on trust by the Security Agent for application in accordance with the terms of this Agreement.

30.6 Prevalence of this Clause 30 over Clause 37.6 (Partial Payments). To the extent that there are any Recoveries (as defined in Clause 30.4 (Application of Recoveries)), such Recoveries shall be applied first in accordance with this Clause 30and thereafter the Recoveries received by the Agent in accordance with this Clause 30 shall be applied by the Agent in accordance with Clause 37.6 (Partial Payments) if applicable.

31. CHANGES TO THE LENDERS

31.1 Assignments and Transfers by the Lenders

Subject to this Clause 31, a Lender (the "Existing Lender") may assign any of its rights, or transfer by novation or sub-participate any of its rights and obligations, under any Finance Document to a bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the "New Lender").

31.2 Conditions of Assignment or Transfer

a) The consent of the Borrower is required for an assignment or transfer by an Existing Lender or any sub-participation or any other agreement or arrangement having an economic effect substantially similar to a sub-participation of any of its obligations by a Lender which involves the transfer of voting rights to the transferee or gives the transferee effective control over voting rights (a "Sub-Participation"), unless the assignment, transfer or Sub-Participation (as applicable) is (i) to a Lender or an Affiliate of a Lender, or (ii) following the occurrence of an Event of Default which is continuing and has been notified to the Borrower by the Agent. Any assignment, transfer or Sub-Participation by a Lender shall be without additional cost to the Borrower or the Agent. The Agent will immediately advise the Borrower of the assignment, transfer or Sub-Participation.

b) The Borrower's consent may not be unreasonably withheld or delayed and will be deemed to have been given five (5) Business Days after the Agent or Existing Lender has requested consent unless consent is expressly refused within that time.

c) An assignment or transfer will only be effective:

i) on receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrower and the other Finance Parties as it would have been under if it was the Original Lender;

ii) on the New Lender entering into any documentation required for it to accede as a party to the Subordination Deed and to any Security Document to which the Existing Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or notice requirements;

iii) on the performance by the Agent of all "know your customer" or other checks relating to any person that it is required to carry out in relation to such assignment or transfer to a New Lender, the completion of which the Agent shall promptly notify to the Lender and the New Lender;

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iv) if it is for a minimum amount of five million Dollars (US$5,000,000) or, if less, all of the Commitments of the Existing Lender;

v) if required, the Borrower has given its consent in accordance with paragraph (a) above; and

vi) in respect of a transfer only, will only be effective if the New Lender enters into the documentation required for it to accede as a party to the Subordination Deed and if the procedure set out in Clause 31.5 (Procedure for Transfer) is complied with.

d) If:

i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

e) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with the Finance Documents on or prior to the date on which the transfer or assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

f) No Lender may transfer all or any part of its rights and/or obligations under the Finance Documents to a direct or indirect shareholder of the Borrower holding or controlling more than 5% of the shares in the Borrower, to any Obligor, or to any other Group Member without the prior written consent of all of the Lenders.

31.3 Fee

The New Lender (unless it is an Affiliate of the Existing Lender) shall, on the date upon which an assignment takes effect, pay to the Agent (for its own account) a fee of three thousand five hundred Dollars (US$3,500).

31.4 Limitation of Responsibility of Existing Lenders

a) Unless expressly agreed to the contrary, an Existing Lender and the Arranger makes no representation or warranty and assumes no responsibility to a New Lender for:

i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

ii) the financial condition of any Obligor;

iii) the performance and observance by any Obligor or any other person of its obligations under the Finance Documents or any other documents; or

iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

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b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Obligors and their related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document; and

ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

c) Nothing in any Finance Document obliges an Existing Lender to:

i) accept a re transfer or re assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 31 (Changes to the Lenders); or

ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

31.5 Procedure for Transfer

a) Subject to the conditions set out in Clause 31.2 (Conditions of Assignment or Transfer), a transfer is effected in accordance with Clause 31.5d) below when (a) the Agent executes an otherwise duly completed Transfer Certificate and (b) the Agent executes any document required under Clause 31.2c) (Conditions of Assignment or Transfer) which it may be necessary for it to execute, in each case delivered to it by the Existing Lender and the New Lender duly executed by them and, in the case of any such other document, any other relevant person. The Agent shall, subject to Clause 31.5b) below, as soon as reasonably practicable after receipt by it of a Transfer Certificate and any such other document each duly completed, appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and such other document.

b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

c) The Obligors and the other Finance Parties irrevocably authorise the Agent to execute any Transfer Certificate on their behalf without any consultations with them.

d) On the Transfer Date:

i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents, the Existing Lender shall be released from further obligations towards the Obligors and the other Finance Parties under the Finance Documents and the rights of the Obligors and the other Finance Parties against the Existing Lender under the Finance Documents shall be cancelled (being the "Discharged Rights and Obligations") (but the obligations owed by the Obligors under the Finance Documents shall not be released);

ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

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iii) the other Finance Parties and the New Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been the Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Existing Lender and the other Finance Parties shall each be released from further obligations to each other under the Finance Documents; and

iv) the New Lender shall become a Party to the Finance Documents as a "Lender" for the purposes of all the Finance Documents.

31.6 Procedure for Assignment

a) Subject to the conditions set out in Clause 31.2 (Conditions of Assignment or Transfer) an assignment may be effected in accordance with Clause 31.6c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to Clause 31.6b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

c) The Obligors and the other Finance Parties irrevocably authorise the Agent to execute any Assignment Agreement on their behalf without any consultations with them.

d) On the Transfer Date:

i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement;

ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Security Documents); and

iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.

e) Lenders may utilise procedures other than those set out in this Clause 31.6 to assign their rights and obligations under the Finance Documents (but not, without the consent of the Borrower or unless in accordance with Clause 31.5 (Procedure for Transfer), to obtain a release by the relevant Obligor from the obligations owed to such Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that such Lenders comply with the conditions set out in Clause 31.2 (Conditions of Assignment or Transfer).

31.7 Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement or an Increase Confirmation and any other document required under Clause 31.2c) (Conditions of Assignment or Transfer), send a copy of that Transfer Certificate, Assignment Agreement or Increase Confirmation and such documents to the Borrower.

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31.8 Security Over Lenders' Rights

In addition to the other rights provided to Lenders under this Clause 31, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; except that no such charge, assignment or Security Interest shall:

a) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or

b) require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

32. CHANGES TO THE OBLIGORS

32.1 No Transfer or Assignment

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents without the prior written consent of the Lenders.

32.2 Additional Guarantors

a) Subject to compliance with the provisions of paragraphs c) and d) of Clause 19.8 ("Know your customer" checks), the Borrower may request that any of its wholly owned Subsidiaries become a Guarantor.

b) A Group Member shall become an Additional Guarantor if:

i) the proposed Additional Guarantor delivers to the Agent a duly completed and executed Accession Deed; and

ii) the Agent has received all of the documents and other evidence listed in Part III of Schedule 3 (Conditions Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent.

c) The Agent shall notify the Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part III of Schedule 3 (Conditions Precedent).

d) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph c) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

32.3 Repetition of Representations

Delivery of an Accession Deed by any Additional Guarantor constitutes confirmation by that Additional Guarantor that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

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33. ROLES OF AGENT, ARRANGER AND BASE REFERENCE BANKS

33.1 Appointment of the Agent

a) Each of the Arranger and the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents.

b) Each of the Arranger and the Lenders authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

33.2 Instructions

a) The Agent shall:

i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

B) in all other cases, the Majority Lenders;

ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph i) above.

b) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Security Agent.

d) The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

e) In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the security constituted by the Security Documents or the Security Documents.

33.3 Duties of the Agent

a) The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

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b) Subject to paragraph c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

c) Without prejudice to Clause 31.7 (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower), paragraph b) above shall not apply to any Transfer Certificate, any Assignment Agreement or any Increase Confirmation.

d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Arranger or the Security Agent) under this Agreement, it shall promptly notify the other Finance Parties.

g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

33.4 Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

33.5 No fiduciary duties

a) Nothing in any Finance Document constitutes the Agent or the Arranger as a trustee or fiduciary of any other person.

b) Neither the Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

33.6 Business with the Group

The Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Group Member.

33.7 Rights and discretions

a) The Agent may:

i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

ii) assume that:

A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

B) unless it has received notice of revocation, that those instructions have not been revoked; and

iii) rely on a certificate from any person:

A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

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B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph A) above, may assume the truth and accuracy of that certificate.

b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 29.1 (Non-payment));

ii) any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and

iii) any notice or request made by the Borrower (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.

c) The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

d) Without prejudice to the generality of paragraph c) above or paragraph e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.

e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

f) The Agent may act in relation to the Finance Documents through its officers, employees and agents and the Agent shall not:

i) be liable for any error of judgment made by any such person; or

ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part of any such person,

unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct.

g) Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

h) Without prejudice to the generality of paragraph g) above, the Agent:

i) may disclose; and

ii) on the written request of the Borrower or the Majority Lenders shall, as soon as reasonably practicable, disclose,

the identity of a Defaulting Lender to the Borrower and to the other Finance Parties.

i) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranger is obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

j) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the

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repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

33.8 Responsibility for documentation

Neither the Agent nor the Arranger is responsible or liable for:

a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Arranger, an Obligor or any other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security; or

c) any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

33.9 No duty to monitor

The Agent shall not be bound to enquire:

a) whether or not any Default has occurred;

b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

c) whether any other event specified in any Finance Document has occurred.

33.10 Exclusion of liability

a) Without limiting paragraph b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent, the Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:

i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security, unless directly caused by its gross negligence or wilful misconduct;

ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security; or

iii) without prejudice to the generality of paragraphs i) and ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

A) any act, event or circumstance not reasonably within its control; or

B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency

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restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Payment Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

b) No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Transaction Document and any officer, employee or agent of the Agent may rely on this Clause subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

d) Nothing in this Agreement shall oblige the Agent or the Arranger to carry out:

i) any "know your customer" or other checks in relation to any person; or

ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender,

on behalf of any Lender and each Lender confirms to the Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arranger.

e) Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any Finance Document or the Transaction Security shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

33.11 Lenders' indemnity to the Agent

a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 37.12 (Disruption to Payment Systems etc.), notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).

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b) Subject to paragraph c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to paragraph a) above.

c) Paragraph b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to an Obligor.

33.12 Resignation of the Agent

a) The Agent may resign and appoint one of its Affiliates as successor by giving notice to the Lenders and the Borrower.

b) Alternatively the Agent may resign by giving 30 days' notice to the Lenders and the Borrower, in which case the Majority Lenders may appoint a successor Agent, such successor to be acceptable to the Borrower (acting reasonably).

c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph b) above within 20 days after notice of resignation was given, the retiring Agent may appoint a successor Agent, such successor to be acceptable to the Borrower (acting reasonably).

d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 33.12 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties.

e) The retiring Agent shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

f) The Agent's resignation notice shall only take effect upon the appointment of a successor.

g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph e) above) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent and Security Agent) and this Clause 33.12 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

h) The Agent shall resign in accordance with paragraph b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

i) the Agent fails to respond to a request under Clause 12.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

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ii) the information supplied by the Agent pursuant to Clause 12.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

33.13 Replacement of the Agent

a) After consultation with the Borrower, the Majority Lenders may, by giving 30 days' notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent, such successor to be acceptable to the Borrower (acting reasonably).

b) The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

c) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph b) above) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent and the Security Agent) and this Clause 33.13 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

d) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

33.14 Confidentiality

a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

33.15 Relationship with the Lenders

a) The Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

i) entitled to or liable for any payment due under any Finance Document on that day; and

ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

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unless it has received not less than five Business Days' prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

b) Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address and (where communication by electronic mail or other electronic means is permitted under Clause 39.6 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 39.2 (Addresses) and paragraph i) of Clause 39.6 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

33.16 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Arranger 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 any Finance Document including but not limited to:

a) the financial condition, status and nature of each Group Member;

b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

d) the adequacy, accuracy or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

e) the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security Interest affecting the Charged Property.

33.17 Agent's management time

Any amount payable to the Agent under Clause 14.3 (Indemnity to the Agent and the Security Agent), Clause 16 (Costs and Expenses) and Clause 33.11 (Lenders' indemnity to the Agent) after the occurrence of an Event of Default while such Event of Default is continuing, shall include the cost of utilising the Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Borrower and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause 11 (Fees).

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33.18 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

33.19 Reliance and engagement letters

Each Finance Party and Secured Party confirms that each of the Arranger and the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arranger or Agent) the terms of any reliance letter or engagement letters relating to any reports or letters provided by accountants in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

33.20 Role of Base Reference Banks

a) No Base Reference Bank is under any obligation to provide a quotation or any other information to the Agent.

b) No Base Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Base Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.

c) No Party (other than the relevant Base Reference Bank) may take any proceedings against any officer, employee or agent of any Base Reference Bank in respect of any claim it might have against that Base Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Base Reference Bank Quotation, and any officer, employee or agent of each Base Reference Bank may rely on this Clause 33.20 subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

33.21 Third party Base Reference Banks

A Base Reference Bank which is not a Party may rely on Clause 33.20 (Role of Base Reference Banks), paragraph c) of Clause 43.2 (Exceptions) and Clause 47 (Confidentiality of Funding Rates and Base Reference Bank Quotations) subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

34. THE SECURITY AGENT

34.1 Trust and agency

a) The Security Agent declares that it shall hold the Transaction Security on trust for the Secured Parties on the terms contained in this Agreement.

b) Each Secured Party (that is or may become party to this Agreement) hereby irrevocably appoints the Security Agent to act as its agent (in Danish: repræsentant) for the Secured Parties in accordance with Sections 4f and 4g of the Danish act on trading in securities etc. (as amended from time to time) (in Danish: værdipapirhandelsloven) under and in connection with each of the Danish law governed Security Documents to which the Security Agent is a party (the "Relevant Danish Security Documents").

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c) Each of the parties to this Agreement agrees that the Security Agent shall have only those duties, obligations and responsibilities expressly specified in this Agreement or in the Security Documents to which the Security Agent is expressed to be a party (and no others shall be implied).

34.2 Instructions to Security Agent and exercise of discretion

a) Subject to paragraphs (d) and (e) below, the Security Agent shall act in accordance with any instructions given to it by the Majority Lenders or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Security Agent and shall be entitled to assume that (i) any instructions received by it from an Agent, the Finance Parties or a group of Finance Parties are duly given in accordance with the terms of the Finance Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. The Security Agent shall not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with this paragraph (a) (or, if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).

b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.

c) Any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Parties.

d) Paragraph (a) above shall not apply:

i) where a contrary indication appears in this Agreement;

ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action;

iii) in respect of any provision which protects the Security Agent's own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 34.4(Security Agent's discretions) to Clause 34.19 (Disapplication);

iv) in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of Clause 30.4a) (Order of application), Clause 30.4b) (Prospective liabilities), and Clause 30.4e) (Permitted Deductions).

e) If giving effect to instructions given by the Majority Lenders would (in the Security Agent's opinion) have an effect equivalent to an amendment to this Agreement or the Finance Documents, the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Secured Party (other than the Security Agent) whose consent would have been required in respect of that amendment.

f) In exercising any discretion to exercise a right, power or authority under this Agreement where either it has not received any instructions from the Majority Lenders as to the exercise of that discretion, the Security Agent shall do so having regard to the interests of all the relevant Secured Parties.

34.3 Security Agent's Actions

Without prejudice to the provisions of Clause 30.3 (Enforcement of Transaction Security) and Clause 34.2 (Instructions to Security Agent and exercise of discretion), the Security Agent may (but shall not be obliged to), in the absence of any instructions to the contrary, take such action in the exercise of any of its powers and duties

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under the Finance Documents as it considers in its reasonable discretion to be appropriate or in the best interests of the relevant Secured Parties.

34.4 Security Agent's discretions

The Security Agent may:

a) assume (unless it has received actual notice to the contrary from the Agent) that (i) no Default has occurred and no Obligor is in breach of or default under its obligations under any of the Finance Documents and (ii) any right, power, authority or discretion vested by any Finance Document in any person has not been exercised;

b) if it receives any instructions or directions under Clause 30.3 (Enforcement of Transaction Security) to take any action in relation to the Transaction Security, assume that all applicable conditions under the Finance Documents for taking that action have been satisfied;

c) engage, pay for and rely on the advice or services of any legal advisers, accountants, tax advisers, surveyors or other experts (whether obtained by the Security Agent or by any other Secured Party) whose advice or services are at any time necessary, expedient or desirable and the Security Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of so relying;

d) rely upon any communication or document believed by it to be genuine and, as to any matters of fact which might reasonably be expected to be within the knowledge of a Secured Party or an Obligor, upon a certificate signed by or on behalf of that person;

e) unless this Agreement expressly specifies otherwise, disclose to any other Party any information it reasonably believes it has received as security trustee under this Agreement; and

f) refrain from acting in accordance with the instructions of any Party (including bringing any legal action or proceeding arising out of or in connection with the Finance Documents) until it has received any indemnification and/or security that it may in its discretion require (whether by way of payment in advance or otherwise) for all costs, losses and liabilities which it may incur in so acting.

34.5 Security Agent's obligation to forward documents

The Security Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Security Agent for that Party by any other Party provided that, except where a Finance Document expressly provides otherwise, the Security Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

34.6 Excluded obligations

Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not:

a) be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by an Obligor of its obligations under any of the Finance Documents;

b) be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account;

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c) be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty;

d) have or be deemed to have any relationship of trust or agency or any fiduciary relationship with, any Obligor; or

e) be obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

34.7 Exclusion of liability

None of the Security Agent, any Receiver or any Delegate shall accept responsibility or be liable for:

a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Security Agent or any other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents, or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

c) any damages, costs or losses to any person, any diminution in value, or any liability arising as a result of taking or refraining from taking any action in relation to any of the Finance Documents, the Transaction Security or otherwise, whether in accordance with an instruction from an Agent or otherwise unless directly caused by its gross negligence or wilful misconduct;

d) the exercise of, or the failure to exercise, any judgment, discretion or power given to it by or in connection with any of the Finance Documents, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, the Finance Documents or the Transaction Security; or

e) any shortfall which arises on the enforcement or realisation of the Transaction Security.

34.8 No proceedings

a) No Party (other than the Security Agent, that Receiver or that Delegate) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.3 (Third Party Rights) and the provisions of the Third Parties Rights Act.

b) Nothing in this Agreement shall oblige the Security Agent to carry out:

i) any "know your customer" or other checks in relation to any person; or

ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

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on behalf of any Finance Party and each Finance Party confirms to the Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Agent.

c) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Security Agent, Receiver or Delegate (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.

34.9 Own responsibility

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Secured Party confirms to the Security Agent 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 any Finance Document including but not limited to:

a) the financial condition, status and nature of each Group Member;

b) the legality, validity, effectiveness, adequacy and enforceability of any Finance Document, the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

c) whether that Secured Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

d) the adequacy, accuracy and/or completeness of any information provided by the Security Agent or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

e) the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any security affecting the Charged Property,

and each Secured Party warrants to the Security Agent that it has not relied on and will not at any time rely on the Security Agent in respect of any of these matters.

34.10 No responsibility to perfect the Transaction Security

The Security Agent shall not be liable for any failure (other than any failure resulting from the gross negligence or wilful misconduct of the Security Agent) to:

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a) require the deposit with it of any deed or document certifying, representing or constituting the title of any Obligor to any of the Charged Property;

b) obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any of the Finance Documents or the Transaction Security;

c) register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any applicable laws in any jurisdiction or to give notice to any person of the execution of any of the Finance Documents or of the Transaction Security;

d) take, or to require any of the Obligors to take, any steps to perfect its title to any of the Charged Property or to render the Transaction Security effective or to secure the creation of any ancillary Security Interests under the laws of any jurisdiction; or

e) require any further assurances in relation to any of the Security Documents.

34.11 Insurance by Security Agent

a) The Security Agent shall not be under any obligation to insure any of the Charged Property, to require any other person to maintain any insurance or to verify any obligation to arrange or maintain insurance contained in the Finance Documents. The Security Agent shall not be responsible for any loss which may be suffered by any person as a result of the lack of or inadequacy of any such insurance.

b) Where the Security Agent is named on any insurance policy as an insured party, it shall not be responsible for any loss which may be suffered by reason of, directly or indirectly, its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless an Agent shall have requested it to do so in writing and the Security Agent shall have failed to do so within fourteen days after receipt of that request.

34.12 Custodians and nominees

The Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any assets of the trust as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.

34.13 Acceptance of title

The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any of the Obligors may have to any of the Charged Property and shall not be liable for or bound to require any Obligor to remedy any defect in its right or title.

34.14 Refrain from illegality

Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent may refrain from doing anything which in its opinion will or may be contrary to any relevant law, directive or regulation of any jurisdiction and the Security Agent may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.

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34.15 Business with the Group

The Security Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with any Group Member.

34.16 Winding up of trust

If the Security Agent, with the approval of the Agent and each of the Hedging Providers, determines that (i) all of the Secured Obligations and all other obligations secured by the Security Documents have been fully and finally discharged and (ii) none of the Secured Parties is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Obligor or other Group Member pursuant to the Finance Documents:

a) the trusts set out in this Agreement shall be wound up and the Security Agent shall release, without recourse or warranty, all of the Transaction Security and the rights of the Security Agent under each of the Security Documents; and

b) any Retiring Security Agent shall release, without recourse or warranty, all of its rights under each of the Security Documents.

34.17 Powers supplemental

The rights, powers, authorities and discretions conferred upon the Security Agent by this Agreement shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by general law or otherwise.

34.18 Agency division separate

a) In acting as trustee or agent for the Secured Parties, the Security Agent shall be regarded as acting through its trustee, or as the case may be, agency division which shall be treated as a separate entity from any of its other divisions or departments.

b) If information is received by another division or department of the Security Agent, it may be treated as confidential to that division or department and the Security Agent shall not be deemed to have notice of it.

34.19 Disapplication

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement. Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Agreement, the provisions of this Agreement shall, to the extent allowed by law, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement shall constitute a restriction or exclusion for the purposes of that Act.

34.20 Intra-Group Creditors and Obligors: Power of Attorney

Each Intra-Group Creditor and Obligor by way of security for its obligations under this Agreement irrevocably appoints the Security Agent to be its attorney to do anything which that Intra-Group Creditor or Obligor has authorised the Security Agent or any other Party to do under this Agreement or is itself required to do under this Agreement but has failed to do (and the Security Agent may delegate that power on such terms as it sees fit) and the same constitutes an Event of Default which is continuing.

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34.21 Resignation of the Security Agent

a) The Security Agent may resign by giving notice to the other Parties in which case the Majority Lenders may appoint a successor Security Agent, such successor to be acceptable to the Borrower (acting reasonably).

b) If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph (a) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the Agents) may appoint a successor Security Agent, such successor to be acceptable to the Borrower (acting reasonably).

c) The retiring Security Agent (the "Retiring Security Agent") shall, at its own cost, make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents.

d) The Security Agent's resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Transaction Security to that successor.

e) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 34.16 (Winding up of trust) and under paragraph (c) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of Clauses 34 (The Security Agent), 14.3 (Indemnity to the Agent and the Security Agent and Clause 14.4 (Indemnity Concerning Security).  Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party.

f) By notice to the Security Agent, the Majority Lenders may require the Security Agent to resign in accordance with paragraph (a) above.  In this event, the Security Agent shall resign in accordance with paragraph (a) above but the cost referred to in paragraph (c) above shall be for the account of the Company.

34.22 Delegation

a) Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any of the rights, powers and discretions vested in it by any of the Finance Documents.

b) Any delegation made pursuant to this Clause 34.22 may be made upon any terms and conditions (excluding the power to sub-delegate) and subject to any restrictions that the Security Agent, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties and it shall not be bound to supervise or monitor the performance of, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of any such delegate.

c) The Security Agent shall, at the instruction of the Majority Lenders, undertake such enforcement or other proceedings and make such claims against any delegates of the Security Agent appointed pursuant to this Clause 34.22 in respect of any right the Security Agent may have with respect to any act or omission of any kind by such delegate of the Security Agent.

34.23 Additional Security Agents

a) The Security Agent may at any time with the prior consent of the Majority Lenders appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it (i) if it considers that appointment to be in the interests of the relevant Secured Parties or (ii) for the purposes of conforming to any

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legal requirements, restrictions or conditions which the Security Agent deems to be relevant or (iii) for obtaining or enforcing any judgment in any jurisdiction, and the Security Agent shall give prior notice to the Company and each of the Agents of that appointment.

b) Any person so appointed shall have the rights, powers and discretions (not exceeding those conferred on the Security Agent by this Agreement) and the duties and obligations that are conferred or imposed by the instrument of appointment.

c) The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent.

35. CONDUCT OF BUSINESS BY THE FINANCE PARTIES

35.1 Finance Parties Tax Affairs

No provision of this Agreement will:

a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

35.2 Finance Parties Acting Together

Notwithstanding Clause 2.3 (Finance Parties' Rights and Obligations), if the Agent makes a declaration under Clause 29.24 (Acceleration) the Agent shall, in the names of all the Finance Parties, take such action on behalf of the Finance Parties and conduct such negotiations with the Borrower and any Group Members and generally administer the Facility in accordance with the wishes of the Majority Lenders. All the Finance Parties shall be bound by the provisions of this Clause and no Finance Party shall be entitled to take action independently against any Obligor or any of its assets without the prior consent of the Majority Lenders.

35.3 Conflicts

a) The Borrower acknowledges that any Arranger and its parent undertaking, subsidiary undertakings and fellow subsidiary undertakings (together an "Arranger Group") may be providing debt finance, equity capital or other services (including financial advisory services) to other persons with which the Borrower may have conflicting interests in respect of the Facility or otherwise.

b) No member of an Arranger Group shall use confidential information gained from any Obligor by virtue of the Facility or its relationships with any Obligor in connection with their performance of services for other persons. This shall not, however, affect any obligations that any member of an Arranger Group has as Agent in respect of the Finance Documents. The Borrower also acknowledges that no member of an Arranger Group has any obligation to use or furnish to any Obligor information obtained from other persons for their benefit.

c) The terms "parent undertaking," "subsidiary undertaking" and "fellow subsidiary undertaking" when used in this Clause have the meaning given to them in sections 1161 and 1162 of the Companies Act 2006.

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35.4 Obligors

Any information or consent provided by the Agent or Security Agent under the Finance Documents may be relied upon by the Obligors as having been properly authorised by the Lenders, the Majority Lenders and/or the Finance Parties, as applicable, in accordance with the terms of the Finance Documents, unless otherwise notified by the Agent or Security Agent. Furthermore, each Obligor shall be entitled to deal with Agent and/or Security Agent in all matters arising under or relating to this Agreement and other Finance Documents.

36. SHARING AMONG THE FINANCE PARTIES

36.1 Payments to Finance Parties

If a Finance Party (a "Recovering Finance Party") receives or recovers any amount from an Obligor other than in accordance with Clause 30(Transaction Security) or Clause 37 (Payment Mechanics) (a "Recovered Amount") and applies that amount to a payment due under the Finance Documents then:

a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Agent;

b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 37 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 37.6 (Partial Payments).

36.2 Redistribution of Payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause 37.6 (Partial Payments) towards the obligations of that Obligor to the Sharing Finance Parties.

36.3 Recovering Finance Party's Rights

On a distribution by the Agent under Clause 36.2 (Redistribution of Payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

36.4 Reversal of Redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

a) each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any

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interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and

b) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

36.5 Exceptions

a) This Clause 36 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause 36.5, have a valid and enforceable claim against the relevant Obligor.

b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings in accordance with the terms of this Agreement, if:

i) it notified that other Finance Party of the legal or arbitration proceedings; and

ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

37. PAYMENT MECHANICS

37.1 Payments to the Agent

a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document (other than a Hedging Contract), that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

b) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in a Participating Member State or London) with such bank as the Agent specifies.

37.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 37.3 (Distributions to an Obligor) and Clause 37.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment (but with same day value) in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five (5) Business Days' notice with a bank in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London). Any such payment made under this Clause 37.2 shall be made on the basis that if such payment is placed on overnight deposit by the Agent before making such funds available to the relevant Party and interest is earned on such overnight deposit, this interest shall be (or a pro rata amount of such interest in accordance with that Party's share in the payment) shall be made available to the Party entitled to receive the payment.

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37.3 Distributions to an Obligor

The Agent may (with the consent of the Obligor or in accordance with Clause 38 (Set off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

37.4 Clawback

a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

b) If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

37.5 Impaired Agent

a) If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 37.1 (Payments to the Agent) may instead either:

i) pay that amount direct to the required recipient(s); or

ii) if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay that amount or the relevant part of that amount to an interest-bearing account held with an Acceptable Bank within the meaning of paragraph a) of the definition of "Acceptable Bank" and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment (the "Paying Party") and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the "Recipient Party" or "Recipient Parties").

In each case such payments must be made on the due date for payment under the Finance Documents.

b) All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the Recipient Party or the Recipient Parties pro rata to their respective entitlements.

c) A Party which has made a payment in accordance with this Clause 37.5 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

d) Promptly upon the appointment of a successor Agent in accordance with Clause 33.13 (Replacement of the Agent), each Paying Party shall (other than to the extent that that Party has given an instruction pursuant to paragraph e) below) give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with Clause 37.2 (Distributions by the Agent).

e) A Paying Party shall, promptly upon request by a Recipient Party and to the extent:

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i) that it has not given an instruction pursuant to paragraph d) above; and

ii) that it has been provided with the necessary information by that Recipient Party,

give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

37.6 Partial Payments

a) If the Agent receives a payment for application against amounts due under the Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order:

i) first, in or towards payment pro rata of any unpaid fees, costs and expenses;

ii) secondly, in or towards payment to the Lenders pro rata of any amount owing to the Lenders under Clause 33.11 (Lenders' Indemnity to the Agent) including any amount resulting from the indemnity to the Agent and the Security Agent under Clause 14.3 (Indemnity to the Agent and the Security Agent);

iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents;

iv) fourthly, in or towards payment to the Lenders pro rata of any principal which is due but unpaid under those Finance Documents; and

v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

b) The Agent shall, if so directed by all the Lenders, vary the order set out in Clause 37.6a)i) to a)v) above.

c) Clauses 37.6a) and 37.6b) above will override any appropriation made by an Obligor.

37.7 No Set off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set off or counterclaim (except as otherwise provided in the Finance Documents).

37.8 Business Days

a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

37.9 Payments on Demand

For the purposes of Clause 29.1 (Non-payment) and subject to the Agent's right to demand interest under Clause 8.3 (Default Interest), payments on demand shall be treated as paid when due if paid within three (3) Business Days of demand, except as otherwise expressly provided in the Finance Documents.

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37.10 Currency of Account

a) Subject to Clauses 37.10b) and 37.10c) below, Dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.

b) A repayment of all or part of the Loan or an Unpaid Sum and each payment of interest shall be made in Dollars on its due date.

c) Each payment in respect of the amount of any costs, expenses or Taxes or other losses shall be made in Dollars and, if they were incurred in a currency other than Dollars, the amount payable under the Finance Documents shall be the equivalent in Dollars of the relevant amount in such other currency on the date on which it was incurred.

37.11 Change of Currency

a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Borrower); and

ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the London interbank market and otherwise to reflect the change in currency.

37.12 Disruption to Payment Systems Etc.

If either the Agent determines (in its discretion) that a Payment Disruption Event has occurred or the Agent is notified by the Borrower that a Payment Disruption Event has occurred:

a) the Agent may, and shall, upon instructions from the Majority Lenders, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;

b) the Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in Clause 37.12a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

c) the Agent shall promptly notify the Finance Parties of any such determination or notice from the Borrower but in any event no later than five (5) Business Days after the date on which such determination was made or notice of such determination was received;

d) the Agent shall, upon instructions from the Majority Lenders, consult with the Finance Parties in relation to any changes mentioned in paragraph a) above but shall not be entitled to take any action to implement any changes to the operation or administration of the Facility without the instructions of the Majority Lenders and Clause 33.2 (Instructions) shall not apply in such circumstances pending receipt by the Agent of the Majority Lenders' instructions;

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e) any such changes agreed upon by the Agent, acting upon instructions from the Majority Lenders, and the Borrower shall (whether or not it is finally determined that a Payment Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents, notwithstanding the provisions of Clause 43 (Amendments and Grant of Waivers);

f) the Agent shall not be liable to the Finance Parties for failing to take any steps in respect of a Payment Disruption Event in the absence of specific instructions from the Majority Lenders;

g) the Agent shall notify the Finance Parties of all changes agreed pursuant to Clause 37.12e) above;

h) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take any actions pursuant to or in connection with, this Clause 37.12.

38. SET OFF

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set off.

39. NOTICES

39.1 Communications in Writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by letter.

39.2 Addresses

The address (and the department or officer, if any, for whose attention the communication is to be made) of each Obligor or Finance Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

a) in the case of any Obligor which is a Party, that identified with its name in Schedule 1 (The Original Parties);

b) in the case of any Obligor which is not a Party, that identified in any Finance Document to which it is a party;

c) in the case of the Agent and any other original Finance Party that identified with its name in Schedule 1 (The Original Parties); and

d) in the case of each Lender or other Finance Party, that notified in writing to the Agent on or prior to the date on which it becomes a Party in the relevant capacity,

or, in each case, any substitute address or department or officer as an Obligor or Finance Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five (5) Business Days' notice.

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39.3 Delivery

a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that addressand, if a particular department or officer is specified as part of its address details provided under Clause 39.2 (Addresses), if addressed to that department or officer.

b) Any communication or document to be made or delivered to the Agent or Security Agent will be effective only when actually received by the Agent or Security Agent and then only if it is expressly marked for the attention of the department or officer identified in Schedule 1 (The Original Parties) (or any substitute department or officer as the Agent or Security Agent shall specify for this purpose).

c) All notices from or to an Obligor shall be sent through the Agent.

d) Any communication or document made or delivered to the Borrower in accordance with this Clause 39.3 will be deemed to have been made or delivered to each of the Obligors.

39.4 Notification of Address

Promptly upon receipt of notification of an address or change of address pursuant to Clause 39.2 (Addresses) or changing its own address, the Agent shall notify the other Parties.

39.5 Communication when Agent is Impaired Agent

If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed

39.6 Electronic Communication

a) Any communication to be made between the Agent and a Lender or a Hedging Provider or an Obligor under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including by way of the Agent's Debt Domain system), if the Agent and the relevant Lender such Hedging Provider or such Obligor:

i) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

ii) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

iii) notify each other of any change to their address or any other such information supplied by them.

b) Any electronic communication made between the Agent and a Lender or the Hedging Provider or an Obligor will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender or the Hedging Provider or an Obligor to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.

c) All Lenders and Hedging Providers confirm that they have consented to the use of the Agent's Debt Domain system as an accepted method of communication under or in connection with the Finance Documents and agree that the Debt Domain system will be the primary method of communication between the Agent, the

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Lenders or a Hedging Provider. The Lenders and the Hedging Providers acknowledge that a communication via Debt Domain will be effective once the communication is posted to Debtdomain by the Agent.

39.7 English Language

a) Any notice given under or in connection with any Finance Document shall be in English.

b) All other documents provided under or in connection with any Finance Document shall be:

i) in English; or

ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

40. CALCULATIONS AND CERTIFICATES

40.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

40.2 Certificates and Determinations

Any certification or determination by the Agent of a rate or amount under any Finance Document is in the absence of manifest error, conclusive evidence of the matters to which it relates.

40.3 Day Count Convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of three hundred and sixty (360) days or, in any case where the practice in the London interbank market differs, in accordance with that market practice.

41. PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

42. REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Documents. No election to affirm any Finance Document shall be effective unless it is in writing. No single or partial exercise of any right or remedy prevents any further or other exercise, or the exercise of any other right or remedy. The rights and remedies provided in the Finance Documents are cumulative and not exclusive of any rights or remedies provided by law.

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43. AMENDMENTS AND GRANT OF WAIVERS

43.1 Required Consents

a) Subject to Clause 43.2 (Exceptions), any term of the Finance Documents may be amended or waived with the consent of the Agent (acting on the instructions of the Majority Lenders and, if it affects the rights and obligations of the Agent, the consent of the Agent) and the Borrower and any such amendment or waiver agreed or given will be binding on all Parties.

b) The Agent may (or, in the case of the Security Documents, may instruct the Security Agent to) effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 43.1.

c) Without prejudice to the generality of Clause 33.7 (Rights and discretions), the Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for, and effecting, any amendment, waiver or consent under this Agreement.

d) Each Obligor agrees to any such amendment or waiver permitted by this Clause 43.1 which is agreed to by the Borrower. This includes any amendment or waiver which would, but for this paragraph d), require the consent of all of the Guarantors.

43.2 Exceptions

a) An amendment, waiver or discharge or release that has the effect of changing or which relates to:

i) the definition of "Majority Lenders" in Clause 1.1 (Definitions);

ii) an extension to the date of payment of any amount under the Finance Documents;

iii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable or the rate at which they are calculated;

iv) an increase in, or an extension of, any Commitment or the Total Commitments or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably;

v) a change to the Borrower or any other Obligor, except in the case of the release of any Guarantor in accordance with Clause 17.10 (Release);

vi) any provision which expressly requires the consent or approval of all the Lenders (other than the all Lender consent required under Clause 22.5(d));

vii) Clause 2.3 (Finance Parties' Rights and Obligations), Clause 31 (Changes to the Lenders), Clause 36.1 (Payments to Finance Parties), this Clause 43.2, Clause 48 (Governing Law) or Clause 49.1 (Jurisdiction of English Courts);

viii) the order of distribution under Clause 30 (Transaction Security) or Clause 37.6 (Partial Payments);

ix) the currency in which any amount is payable under any Finance Document;

x) the nature or scope of the Charged Property (except in the case of any release of Charged Property expressly permitted by any Finance Document) or the manner in which the proceeds of enforcement of the Security Documents are distributed;

xi) the nature or scope of the guarantee and indemnity granted under Clause 17 (Guarantee and Indemnity), except in the case of the release of any Guarantor in accordance with Clause 17.10 (Release);

xii) the circumstances in which the security constituted by the Security Documents are permitted or required to be released under any of the Finance Documents;

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xiii) changes to Clause 28 (Hedging Contracts);

xiv) changes to Clause 9.1a) (Selection of Interest Periods); or

xv) changes to any provision in this Agreement relating to Sanctions Laws or any person being a Restricted Party;

shall not be made without the prior consent of all the Lenders.

b) Amendments to or waivers in respect of the Hedging Contracts may only be agreed by the relevant Hedging Provider.

c) An amendment or waiver which relates to the rights or obligations of the Agent, Security Agent or the Arranger or a Base Reference Bank in their respective capacities as such (and not just as a Lender) may not be effected without the consent of the Agent, Security Agent or the Arranger (as the case may be).

d) Notwithstanding Clauses 43.1 (Required Consents) and 43.2a) to 43.2b) above (inclusive), the Agent may, if the Borrower (acting reasonably) agrees, make technical amendments to the Finance Documents arising out of manifest errors on the face of the Finance Documents, where such amendments would not prejudice or otherwise be adverse to the interests of any Finance Party without any reference or consent of the Finance Parties.

e) The Borrower shall (at its own cost) have the right, in the absence of a Default which is continuing, to replace any Lender (the "Replaced Lender") that refuses to consent to certain amendments or waivers of this Agreement approved by the Agent which expressly require the consent of such Lender and which have been approved by the Majority Lenders with a New Lender (as defined in Clause 31.1 (Assignments and Transfers by the Lenders) provided that:

i) such New Lender consents to the proposed amendments or waivers;

ii) the New Lender and the Replaced Lender enter into a Transfer Certificate or Assignment Agreement;

iii) the conditions set out in Clause 31.2c)c)i) to c)iii) (Conditions of Assignment or Transfer) inclusive are satisfied; and

iv) all amounts owing to the Replaced Lender including, but not limited to

A) all amounts of principal and all accrued interest on the amount of the Replaced Lender's Commitment which has been utilised on the date of the Transfer Certificate or Assignment Agreement;

B) any Break Costs; and

C) any accrued but unpaid fees payable pursuant to Clause 11 (Fees)

are paid on or before the date of the Transfer Certificate or Assignment Agreement.

43.3 Releases

Except with the approval of the Lenders or as is expressly permitted or required by the Finance Documents, the Agent shall not have authority to authorise the Security Agent to release:

a) any Charged Property from the security constituted by any Security Document; or

b) any Obligor from any of its guarantee or other obligations under any Finance Document.

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43.4 Excluded Commitments

If any Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of Lenders under the terms of this Agreement (other than an amendment, waiver or consent referred to in Clause 43.2 (Exceptions)) within fifteen (15) Business Days of that request being made (unless the Borrower and the Agent agree to a longer time period in relation to any request):

a) its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and

b) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

43.5 Disenfranchisement of Defaulting Lenders

a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments under the Facility or the agreement of any specified group of Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender's Commitments under the Facility will be reduced by the amount of its Available Commitments under the Facility and, to the extent that the reduction results in that Defaulting Lender's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of this Clause 43.5.

b) For the purposes of this Clause 43.5, the Agent may assume that the following Lenders are Defaulting Lenders:

i) any Lender which has notified the Agent that it has become a Defaulting Lender; and

ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs a), b) or c) of the definition of Defaulting Lender has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

43.6 Replacement of a Defaulting Lender

a) The Borrower may, at any time a Lender has become and continues to be a Defaulting Lender or a Non-Consenting Lender, by giving ten (10) Business Days' prior written notice to the Agent and such Lender replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) assign pursuant to Clause 31 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;

b) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 43.6 shall be subject to the following conditions:

i) the Borrower shall have no right to replace the Agent or Security Agent;

ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Borrower to find a Replacement Lender;

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iii) the transfer must take place no later than fourteen (14) days after the notice referred to in Clause 43.6a) above; and

iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.

44. COUNTERPARTS

Each Finance Document 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 of the Finance Document.

45. CONFIDENTIALITY

45.1 Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 45.2 (Disclosure of Confidential Information) and Clause 45.3 (Disclosure to Numbering Service Providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

45.2 Disclosure of Confidential Information

Any Finance Party may disclose:

a) to any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners, insurers, insurance brokers, providers of direct or indirect credit protection and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this Clause 45.2a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

b) to any person:

i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent and, in each case, to any of that person's Affiliates, Representatives and professional advisers;

ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Representatives and professional advisers;

iii) appointed by any Finance Party or by a person to whom Clause 45.2b)i) or 45.2b)ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under Clause 33.15 (Relationship with the Lenders));

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iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in Clause 45.2b)i) or 45.2b)ii) above;

v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

vi) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

vii) to any persons to whom or for whose benefit that Finance Party charges, assigns or otherwise creates a Security Interest (or may do so) pursuant to Clause 31.8 (Security over Lenders' Rights);

viii) who is a Party; or

ix) with the consent of the Borrower,

in each case, such Confidential Information as that Finance Party shall consider appropriate, if:

A) in relation to paragraphs b)i), b)ii) and b)iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

B) in relation to paragraph b)iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

C) in relation to paragraphs b)v), b)vi) and b)vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

c) to any person appointed by that Finance Party or by a person to whom Clauses 45.2b)b)i) or 45.2b)b)ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this Clause 45.2c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party;

d) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price sensitive information; and

e) any Confidential Information which is required to be publicised by applicable laws and regulations.

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45.3 Disclosure to Numbering Service Providers

a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Obligors the following information:

i) names of Obligors (including any logos or trademarks of such Obligors);

ii) country of domicile of Obligors;

iii) place of incorporation of Obligors;

iv) date of this Agreement;

v) Clause 48 (Governing Law);

vi) the names of the Agents and the Arranger;

vii) date of each amendment and restatement of this Agreement;

viii) amount of, and name of, the Facility;

ix) amount of Total Commitments;

x) currency of the Facility;

xi) type of the Facility;

xii) ranking of the Facility;

xiii) Final Repayment Date for the Facility;

xiv) changes to any of the information previously supplied pursuant to Clauses 45.3a)i) to 45.3a)xiii) above; and

xv) such other information agreed between such Finance Party and the Borrower,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

c) Each Obligor represents that none of the information set out in Clauses 45.3a)i) to 45.3a)xv) above is, nor will at any time be, unpublished price sensitive information.

45.4 Disclosure for Statistical Purposes

Each Finance Party undertakes, upon request of the Borrower, to deliver such information as to the place where its participation in any outstanding Utilisation, or other Financial Indebtedness owed to such Finance Party, is beneficially held to the extent required to be delivered to any public authority in Denmark for statistical purposes.

45.5 Entire Agreement

This Clause 45 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

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45.6 Inside Information

Each of the Finance Parties 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 inside dealing and market abuse and each of the Finance Parties undertakes not to use only Confidential Information for unlawful purpose.

45.7 Notification of Disclosure

Each of the Finance Parties agrees (to the extent permitted by applicable law and regulation) to inform the Borrower:

a) of the circumstances of any disclosure of Confidential Information made pursuant to Clause 45.2 (Disclosure of Confidential Information) if allowed by the applicable laws, regulations and internal compliance rules except where such disclosure is made to any of the persons referred to in that clause during the ordinary course of its supervisory or regulatory function; and

b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 45 (Confidentiality).

45.8 Continuing Obligations

The obligations in this Clause 45 (Confidentiality) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve (12) months from the earlier of:

a) the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

b) the date on which such Finance Party otherwise ceases to be a Finance Party.

46. RESTRICTION ON DEBT PURCHASE TRANSACTIONS

No Obligor shall, and each Obligor shall procure that no Group Member shall, enter into any Debt Purchase Transaction or beneficially own all or any part of the share capital of a company that is a Lender or a party to a Debt Purchase Transaction of the type referred to in paragraphs b) or c) of the definition of Debt Purchase Transaction. No Lender shall enter into any Debt Purchase Transaction with a direct or indirect shareholder of the Borrower holding or controlling more than five per cent. (5%) of the shares in the Borrower without the prior written consent of all of the Lenders.

47. CONFIDENTIALITY OF FUNDING RATES AND BASE REFERENCE BANK QUOTATIONS

47.1 Confidentiality and disclosure

a) The Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Agent, each Base Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs b), c) and d) below.

b) The Agent may disclose:

i) any Funding Rate (but not, for the avoidance of doubt, any Base Reference Bank Quotation) to the relevant Borrower pursuant to Clause 8.4 (Notification of rates of interest); and

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ii) any Funding Rate or any Base Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender or Base Reference Bank, as the case may be.

c) The Agent may disclose any Funding Rate or any Base Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:

i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Base Reference Bank Quotation is to be given pursuant to this paragraph i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Base Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;

ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Base Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Base Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

iv) any person with the consent of the relevant Lender or Base Reference Bank, as the case may be.

d) The Agent's obligations in this Clause 47 relating to Base Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 8.4 (Notification of rates of interest) provided that (other than pursuant to paragraph b)i) above) the Agent shall not include the details of any individual Base Reference Bank Quotation as part of any such notification.

47.2 Related obligations

a) The Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Agent, each Base Reference Bank Quotation) is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not to use any Funding Rate or, in the case of the Agent, any Base Reference Bank Quotation for any unlawful purpose.

b) The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Base Reference Bank, as the case may be:

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i) of the circumstances of any disclosure made pursuant to paragraph c)ii) of Clause 47.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

ii) upon becoming aware that any information has been disclosed in breach of this Clause 47.

47.3 No Event of Default

No Event of Default will occur under Clause 29.4 (Other obligations) by reason only of an Obligor's failure to comply with this Clause 47.

48. GOVERNING LAW

This Agreement and any non-contractual obligations connected with it are governed by English law.

49. ENFORCEMENT

49.1 Jurisdiction of English Courts

a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement or any non-contractual obligations connected with it (including a dispute regarding the existence, validity or termination of this Agreement) (a "Dispute").

b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

c) This Clause 49.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

49.2 Service of Process

Without prejudice to any other mode of service allowed under any relevant law, each Obligor which is a Party (other than an Obligor incorporated in England and Wales) and each Additional Guarantor (at the time it becomes an Additional Guarantor hereunder):

a) irrevocably appoints TORM plc of Birchin Court, 20 Birchin Lane, London EC3V 9DU, United Kingdom (as also set out in Schedule 1 (The Original Parties) or, for an Additional Guarantor, in its relevant Accession Deed, as that Obligor's English agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document;

b) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned; and

c) if any person appointed as process agent for an Obligor is unable for any reason to act as agent for service of process, that Obligor must immediately (and in any event within ten (10) days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose.

By its signature to this Agreement, TORM plc acknowledges and accepts its appointment as agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document as set out in a) above.

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50. PATRIOT ACT

Each Lender hereby notifies the Borrower and the Guarantors that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. Law 107-56 (signed into law October 26, 2001)) (as amended from time to time, the "USA PATRIOT Act") it may be required to obtain, verify and record information that identifies the Borrower and the Guarantors, including the names and addresses thereof and other information that allows each Lender to identify the Borrower and the Guarantors in accordance with the USA PATRIOT Act. The Borrower and the Guarantors shall provide such information and take such actions as are requested by any Lender to comply with the USA PATRIOT Act.

51. CONTRACTUAL RECOGNITION OF BAIL-IN

51.1 Bail-in recognition

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

b) any Bail-In Action in relation to any such liability, including (without limitation):

i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

iii) a cancellation of any such liability; and

c) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

51.2 Definitions

As used in Clause 51.1 (Bail-in recognition), the following terms have the following meanings:

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

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

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

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

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

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"Write-down and Conversion Powers" means 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.

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SIGNATURES TO TERM FACILITY AGREEMENT

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

FOR TORM PLC as Borrower
/s/ Jacob Meldgaard
Signature	Signature
Name:  Jacob Meldgaard	Name:
Position:	Position:

FOR TORM A/S as Guarantor
/s/ Christian Søgaard-Christensen	/s/ Christian Gorrissen
Signature	Signature
Name:  Christian Søgaard-Christensen	Name:  Christian Gorrissen
Position:  Chairman	Position:  Director

FOR VESSELCO 12 PTE. LTD. as Guarantor EXECUTED and DELIVERED as a DEED for and on behalf of VESSELCO 12 PTE. LTD. by
/s/ Christian Gorrissen	/s/ Christian Mens
Designation:  Director	Designation:  Director
Name:  Christian Gorrissen	Name:    Christian Mens
	Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

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FOR TORM SINGAPORE PTE. LTD. as Guarantor EXECUTED and DELIVERED as a DEED for and on behalf of TORM SINGAPORE PTE. LTD by
/s/ Jacob Meldgaard	/s/ Christian Søgaard-Christensen
Designation:  Director	Designation:  Director
Name:  Jacob Meldgaard	Name:  Christian Søgaard-Christensen

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FOR ING BANK N.V. as Arranger and Original Lender
/s/ Thomas Kaas
Signature	Signature
Name:  Thomas Kaas	Name:
Position:  Attorney-in-fact	Position:

FOR ING BANK N.V. as Agent
/s/ Thomas Kaas
Signature	Signature
Name:  Thomas Kaas	Name:
Position:  Attorney-in-fact	Position:

FOR ING BANK N.V. as Security Agent
/s/ Thomas Kaas
Signature	Signature
Name:  Thomas Kaas	Name:
Position:  Attorney-in-fact	Position:

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SCHEDULE 1 - THE ORIGINAL PARTIES

The Original Parties

Borrower

Name:	TORM PLC
Jurisdiction of incorporation	England
Registration number (or equivalent, if any)	09818726
Registered office	Birchin Court, 20 Birchin Lane London EC3V 9DU United Kingdom
Address for service of notices	c/o TORM A/S Tuborg Havnevej 182900 Hellerup Denmark Fax:  +45 39 17 93 80Attention:  Executive ManagementEmail: man@torm.com

Original Guarantors

Name:	TORM A/S
Jurisdiction of incorporation	Denmark
Registration number (or equivalent, if any)	22460218
English process agent (if not incorporated in England)	TORM PLC, Birchin Court, 20 Birchin Lane, London EC3V 9DU United Kingdom
Registered office	Tuborg Havnevej 18, 2900 Hellerup, Denmark
Address for service of notices	Tuborg Havnevej 182900 Hellerup Denmark Fax:  +45 39 17 93 80Attention:  Executive ManagementEmail: man@torm.com

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Name:	VesselCo 12 Pte. Ltd.
Jurisdiction of incorporation	Singapore
Registration number (or equivalent, if any)	201722138W
English process agent (if not incorporated in England)	TORM PLC, Birchin Court, 20 Birchin Lane, London EC3V 9DU United Kingdom
Registered office	6 Battery Road #27-02, Singapore 049909
Address for service of notices	c/o TORM A/S Tuborg Havnevej 182900 Hellerup Denmark Fax:  +45 39 17 93 80Attention:  Executive ManagementEmail: man@torm.com

Name:	TORM Singapore Pte. Ltd.
Jurisdiction of incorporation	Singapore
Registration number (or equivalent, if any)	200401555Z
English process agent (if not incorporated in England)	TORM PLC, Birchin Court, 20 Birchin Lane, London EC3V 9DU United Kingdom
Registered office	6 Battery Road #27-02, Singapore 049909
Address for service of notices	c/o TORM A/S Tuborg Havnevej 182900 Hellerup Denmark Fax:  +45 39 17 93 80Attention:  Executive ManagementEmail: man@torm.com

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Original Lender

Name	ING Bank N.V.
Commitment US$40,950,000 (the Newbuilding Tranche) US$5,775,000 (the Refinancing Tranche)	Amsterdamse PoortBijlmerplein 8881102 MG Amsterdam The Netherlands Fax: +3120 56 58210 Attention: Stefan Engel / Vincent Li Email: Stefan.engel@ing.nl / Vincent.Li@ing.nl

The Agent

Name	ING Bank N.V.
Facility Office, address, fax number and attention details for notices and account details for payments	Amsterdamse PoortBijlmerplein 8881102 MG Amsterdam The Netherlands Fax: +3120 56 58210 Attention: Stefan Engel / Vincent Li Email: Stefan.engel@ing.nl / Vincent.Li@ing.nl Account details for payments:
	Account Bank:   Swift code Account number:  Account name:  Reference:	[Account Details]

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The Security Agent

Name	ING Bank N.V.
Facility Office, address, fax number and attention details for notices and account details for payments	Amsterdamse PoortBijlmerplein 8881102 MG Amsterdam The Netherlands Fax: +3120 56 58210 Attention: Stefan Engel / Vincent Li Email: Stefan.engel@ing.nl / Vincent.Li@ing.nl Account details for payments:
	Account Bank: Swift code Account number:  Account name:  Reference:	[Account Details]

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SCHEDULE 2 - VESSEL INFORMATION

Mortgaged Vessel Information

No	Mortgaged Vessel Name	Registered Owner	Type	Flag and Port of Registry	IMO Number	Classification Society and Classification
1.	Torm Amazon ("Vessel 1")	TORM Singapore Pte. Ltd.	MR2 Product Tanker	Singapore	9251028	+ A1 Oil Carrier, (E), ESP, +AMS, +ACCU, VEC, TCM, ES, RRDA, CRC ABS
2.	Torm Sovereign ("Vessel 2")	VesselCo 12 Pte. Ltd.	MR2 Product Tanker	Singapore	9797723	+ A1 Oil/Chemical Carrier, (E), +AMS, +ACCU, CSR, AB-CM, ESP, IMO Ship Type 3, BWT ABS
3.	Torm Supreme ("Vessel 3")	VesselCo 12 Pte. Ltd.	MR2 Product Tanker	Singapore	9797735	+ A1 Oil/Chemical Carrier, (E), +AMS, +ACCU, CSR, AB-CM, ESP, IMO Ship Type 3, BWT ABS

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SCHEDULE 3 - CONDITIONS PRECEDENT

Conditions Precedent

Part 1

Conditions Precedent to Delivery of the first Utilisation Request

1. Borrower's Corporate Documents

a) A copy of the Constitutional Documents of the Borrower.

b) A copy of a resolution of the board of directors of the Borrower:

i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute such Finance Documents;

ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above and who will sign any of the Finance Documents and related documents.

d) A certificate of the Borrower (signed on behalf of the Borrower by a director of the Borrower) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security or similar limit binding on the Borrower to be exceeded.

e) A copy of any power of attorney under which any person is to execute any of the Finance Documents on behalf of the Borrower.

f) A certificate of an authorised signatory of the Borrower certifying that each copy document relating to it specified in paragraphs a) to e) above is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement and that any such resolutions or power of attorney have not been revoked.

g) A copy of the Original Financial Statements and Forecast of the Borrower.

2. Original Guarantors

a) A copy of the Constitutional Documents of each Original Guarantor and the share register of each Owner.

b) A copy of a resolution of the board of directors of each Original Guarantor:

i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute such Finance Documents;

ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;

iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

iv) authorising the Borrower to act as its agent in connection with the Finance Documents.

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c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above and who will sign any of the Finance Documents and related documents.

d) In respect of each Owner, a copy of a resolution signed by all the holders of the issued shares in the relevant Owner approving the terms of, and the transactions contemplated by, the Finance Documents to which the relevant Owner and any such other Original Guarantor is a party.

e) A certificate of each Original Guarantor (signed by a director of such Original Guarantor on behalf of such Original Guarantor) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security or similar limit binding on such Original Guarantor to be exceeded.

f) A copy of any power of attorney under which any person is to execute any of the Finance Documents on behalf of any Original Guarantor.

g) A certificate of an authorised signatory of each Original Guarantor certifying that each copy document relating to it specified in paragraphs a) through f) above is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement and that any such resolutions or power of attorney have not been revoked.

3. "Know Your Customer" Information

Such documentation and information as any Finance Party may reasonably request through the Agent to comply with "know your customer" or similar identification procedures under all laws and regulations applicable to that Finance Party.

4. Transaction Documents

a) This Agreement executed by the Borrower.

b) The Fee Letter executed by the Borrower.

c) The Deed of Subordination executed by each of the parties thereto.

d) The Share Security duly executed by the Borrower and TORM A/S, together with all letters, notices, transfers, certificates and other documents required to be delivered under such Share Security.

e) The Earnings Account Pledge executed by the Owners, together with all letters, notices, transfer, certificates and other documents required to be delivered under the Earnings Account Pledge.

5. Charter Documents

A copy of the Bareboat Charters and any Charter Document relating to the Existing Charter Agreements of each Mortgaged Vessel, each certified by a director of the Borrower (signing on behalf of the Borrower) to be a true and complete copy and to be current and valid (including, to the extent not in the English language, a translation thereof).

6. Contract

A copy of the Contract certified by a director of the Borrower (signing on behalf of the Borrower) to be a true and complete copy and to be current and valid (including, to the extent not in the English language, a translation thereof).

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7. Bank Accounts

Evidence that any Account required to be established under Clause 26 (Bank Accounts) has been opened and established and designated as an "Earnings Account" pursuant to the provisions of Clause 26.2a) (Other Provisions).

8. Jurisdiction

Details of each Obligor's jurisdiction or tax residency or centre of establishment on or immediately prior to the date of this Agreement.

9. Financial Statements

A copy of the most recent financial statements of each Obligor.

10. Solvency Certificate

A solvency certificate (in a form and substance acceptable to the Agent) from the chief executive officer of the Borrower (signing on behalf of the Borrower and in relation to all of the Obligors), confirming that as a result of entering into, and performing their obligations under, the Finance Documents, (a) none of the Obligors on an individual basis are insolvent, or would, upon entry into of the relevant Finance Documents, become the subject of insolvency or analogous proceedings and (b) the Group is not, and will not become insolvent or the subject of insolvency or analogous proceedings.

11. Legal Opinions

a) A legal opinion of Kromann Reumert, addressed to the Arrangers, the Agent, and the Security Agent, in respect of matters of English law, substantially in the form approved by the Agent (acting on the instructions of the Lenders) prior to signing the Agreement.

b) A legal opinion of Kromann Reumert, addressed to the Arrangers, the Agent, and the Security Agent, in respect of matters of Danish law, substantially in the form approved by the Agent (acting on the instructions of the Lenders) prior to signing the Agreement.

12. Other Documents and Evidence

A copy of any other Authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

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Part 2

Conditions Precedent to each Utilisation

1. Finance Documents

a) The Mortgage in respect of each Mortgaged Vessel for which the relevant Utilisation is made (the "Relevant Vessel(s)") duly executed by the relevant Owner.

b) The General Assignment in respect of each Mortgaged Vessel duly executed by the relevant Owner and the relevant Bareboat Charterers.

c) Duly executed notices of assignment of those notices and acknowledgements thereof as required by any of the above Security Documents.

2. Mortgaged Vessels

a) Evidence that the Relevant Vessel(s):

i) is legally and beneficially owned by the relevant Owner and registered in the name of the relevant Owner through the relevant Registry as a ship under the laws and flag of the relevant Flag State; and

ii) is classed with the relevant Classification free of all overdue requirements and recommendations of the relevant Classification Society.

3. Mortgage Registration

Evidence that the Mortgage(s) in respect of the Relevant Vessel(s) has been registered against the Relevant Vessel(s) at the relevant Registry under the laws and flag of the relevant Flag State as a first priority or preferred mortgage over such Mortgaged Vessel(s).

4. Insurance

In relation to each of the Insurances relating to the Relevant Vessel(s):

a) an opinion from insurance consultants appointed by the Agent in respect of such Insurances;

b) evidence that such Insurances have been placed in accordance with Clause 24 (Insurance) (including as regards coverage and amounts); and

c) evidence that approved brokers, insurers and/or associations have issued or will issue letters of undertaking in favour of the Security Agent in an approved form in relation to the Insurances.

5. ISM and ISPS Code

Copies of:

a) the document of compliance issued in accordance with the ISM Code to the person who is the operator of the Relevant Vessel(s) for the purposes of that code;

b) the safety management certificate in respect of the Relevant Vessel(s) issued in accordance with the ISM Code; and

c) the international ship security certificate in respect of the Relevant Vessel(s) issued under the ISPS Code

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6. Fees and Expenses

Evidence that the fees, commissions, costs and expenses that are due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been paid or will be paid by the relevant Utilisation Date.

7. Legal Opinion

A legal opinion of Allen & Gledhill LLP, addressed to the Arrangers, the Agent, and the Security Agent, in respect of matters of Singapore law, substantially in the form approved by the Agent (acting on the instructions of the Lenders) prior to signing the Agreement.

8. Other Documents and Evidence

a) A copy of any other Authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. 

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Part 3

Conditions Precedent required to be delivered by an Additional Guarantor

1. An Accession Deed executed by the Additional Guarantor.

2. A copy of the Constitutional Documents of the Additional Guarantor and a certificate of good standing (to the extent applicable in the jurisdiction of incorporation of the Additional Guarantor) and the share register of the Additional Guarantor.

3. A copy of a resolution of the board of directors of the Additional Guarantor (or any committee of such board empowered to approve and authorise the following matters):

a) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute such Finance Documents;

b) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;

c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

d) authorising the Borrower to act as its agent in connection with the Finance Documents.

4. If applicable, a copy of a resolution of the board of directors of the relevant company, establishing any committee referred to in paragraph 3 above and conferring authority on that committee.

5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above in relation to the relevant Finance Documents and related documents.

6. If required, a copy of a resolution signed by all the holders of the issued shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.

7. If required, a copy of a resolution of the board of directors of each corporate shareholder of the Additional Guarantor approving the terms of the resolution referred to in paragraph 6 above.

8. A certificate of the Additional Guarantor (signed on behalf of the Additional Guarantor by a director of the Additional Guarantor) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security or similar limit binding on the Additional Guarantor to be exceeded.

9. A copy of any power of attorney under which any person is to execute any of the Finance Documents on behalf of any Additional Guarantor.

10. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document relating to it specified in paragraphs 1 through 9 above is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement and that any such resolutions or power of attorney have not been revoked.

11. A certificate from an officer of the Additional Guarantor (signing on behalf of such Additional Guarantor) that no consents, authorisations, licences or approvals are necessary for the Additional Guarantor to guarantee and/or grant security for the borrowing by the Borrower of the Loan pursuant to this Agreement and execute, deliver and perform any other Finance Document to which the Additional Guarantor is a party.

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12. A copy of any other Authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by the Accession Deed or for the validity and enforceability of any Finance Document.

13. A legal opinion of Kromann Reumert, addressed to the Arrangers, the Agent, and the Security Agent, in respect of matters of English law, substantially in the form approved by the Agent (acting on the instructions of the Lenders) prior to signing the Accession Deed.

14. A legal opinion of the legal advisers to the Arrangers and the Agent in each jurisdiction in which an Additional Guarantor is incorporated and/or which is or is to be the Flag State of a Mortgaged Vessel relating to that Additional Guarantor, and/or of each jurisdiction relevant to the Security Documents to which that Additional Guarantor is a party, each substantially in the form approved by the Agent (acting on the instructions of the Lenders) prior to signing the Accession Deed.

15. Evidence that any process agent referred to in Clause 49.2 (Service of Process) has accepted its appointment in relation to the Additional Guarantor.

16. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor.

17. Any notices or documents required to be given or executed under the terms of those security documents.

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SCHEDULE 4 - FORM OF UTILISATION REQUEST

Form of Utilisation Request

From: TORM PLC

To: ING Bank N.V., as Agent

Dated: [●]

Dear Sirs

US$46,725,000 Term Facility Agreement dated [●] September 2017 (the "Agreement")

1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow the Loan on the following terms:

Proposed Utilisation Date: [●] (or, if that is not a Business Day, the next Business Day)

Amount: US$ [●]

Interest Period: [●]

3. The Mortgaged Vessel(s) to which the Utilisation is being made are the following:

[List relevant Mortgaged Vessels]

4. We confirm that each condition specified in Clause 4.3 (Further Conditions Precedent) is satisfied or waived on the date of this Utilisation Request.

5. The purpose of this Loan is [specify purpose complying with Clause 3 of the Agreement] and its proceeds should be credited to [●] [specify account].

5. The Repeating Representations are correct at the date of this Utilisation Request.

Yours faithfully

Authorised Signatory for

TORM PLC

[●]

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SCHEDULE 5 - FORM OF SELECTION NOTICE

Form of Selection Notice

From: TORM PLC

To: ING Bank N.V., as Agent

Dated: [●]

Dear Sirs

US$46,725,000 Term Facility Agreement dated [●] September 2017 (the "Agreement")

1. We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2. We refer to the Interest Period ending on [●].

3. We request that the next Interest Period for the Loan is [one/three/six] months.

4. This Selection Notice is irrevocable.

Yours faithfully

Authorised Signatory for

TORM PLC

[●]

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SCHEDULE 6 - FORM OF TRANSFER CERTIFICATE

Form of Transfer Certificate

To: [●] as Agent and [●] as Security Agent

From: [The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender")

Dated: [●]

US$46,725,000 Term Facility Agreement dated [●] September 2017 (the "Agreement")

1. We refer to the Agreement and to the Subordination Deed (as defined in the Agreement). This certificate (the "Certificate") shall take effect as a Transfer Certificate for the purpose of the Agreement and as a Creditor Accession Undertaking for the purposes of the Subordination Deed (and as defined in the Subordination Deed). Terms defined in the Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2. We refer to Clause 31.5 (Procedure for Transfer):

a) The Existing Lender and the New Lender agree to the Existing Lender assigning to the New Lender all or part of the Existing Lender's Commitment rights and assuming the Existing Lender's obligations referred to in the Schedule in accordance with Clause 31.5 (Procedure for Transfer) and the Existing Lender assigns and agrees to assign such rights to the New Lender with effect from the Transfer Date

b) The proposed Transfer Date is [●].

c) The Facility Office and address and attention details for notices of the New Lender for the purposes of Clause 39.2 (Addresses) are set out in the Schedule.

3. The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 31.4c) (Limitation of Responsibility of Existing Lenders).

4. The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

a) Qualifying Lender (other than a Treaty Lender);]

b) Treaty Lender;]

c) [not a Qualifying Lender]. ¹

d) [The New Lender acknowledges the provisions of Clause 12 of the Agreement and in particular that if it is not a Qualifying Lender it will not be entitled to any increased payment under Clause 12 (Tax Gross Up and Indemnities) of the Agreement by reason of a Tax Deduction on account of Tax, as more particularly set out in Clause 12.2 (Tax Gross-up) and other provisions of Clause 12.]

5. We refer to [Clause 14] (Changes to the Parties) of the Subordination Deed. In consideration of the New Lender being accepted as a Senior Creditor for the purposes of the Subordination Deed (and as defined in the Subordination Deed), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Subordination Deed as a Senior Creditor, and undertakes to perform all the obligations expressed in the Subordination Deed to be assumed by a Senior Creditor and agrees that it shall be bound by all the provisions of the Subordination Deed, as if it had been an original party to the Subordination Deed.

¹ Delete as applicable - each New Lender is required to confirm which of these three categories it falls within.

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6. 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 of this Agreement.

7. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

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

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities

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The Schedule

Commitment/rights to be assigned and obligations to be assumed

[insert relevant details]

Facility Office address and attention details for notices and account details for payments

[insert relevant details]

[ExistingLender]

_____________________________________

By:

[New Lender]

_____________________________________

By:

This Agreement is accepted as a Transfer Certificate for the purposes of the Agreement by the Agent, and as a Creditor Accession Undertaking for the purposes of the Subordination Deed by the Security Agent, and the Transfer Date is confirmed to be as stated above.

[Agent]

______________________________________

By:

[Security Agent]

______________________________________

171

SCHEDULE 7 - FORM OF ASSIGNMENT AGREEMENT

Form of Assignment Agreement

To: [●] as Agent, [●] as Security Agent and [●] as Borrower, for and on behalf of each Obligor

From: [The Existing Lender] (the "Existing Lender") and [the New Lender] (the "New Lender")

Dated: [●]

US$46,725,000 Term Facility Agreement dated [●] (the "Agreement")

1. We refer to the Agreement and to the Subordination Deed (as defined in the Facility Agreement). This is an Assignment Agreement. This agreement (the "Agreement") shall take effect as an Assignment Agreement for the purpose of the Agreement and as a Creditor Accession Undertaking for the purposes of the Subordination Deed (and as defined in the Subordination Deed). Terms defined in the Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2. We refer to Clause 31.6 (Procedure for Assignment) of the Agreement:

a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement, the other Finance Documents and in respect of the Security Documents which correspond to that portion of the Existing Lender's Commitment(s) and participations in Utilisations under the Agreement as specified in the Schedule.

b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitment(s) and participations in Utilisations under the Agreement specified in the Schedule.

c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph b) above.

3. The proposed Transfer Date is [●].

4. On the Transfer Date the New Lender becomes:

a) a party to the relevant Finance Documents (other than the Subordination Deed) as a Lender; and

b) a party to the Subordination Deed as a Senior Creditor (as defined in the Subordination Deed).

5. The Facility Office and address and attention details for notices of the New Lender for the purposes of Clause 39.2 (Addresses) of the Agreement are set out in the Schedule.

6. The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 31.4c) (Limitation of Responsibility of Existing Lenders) of the Agreement.

172

7. The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

a) [a Qualifying Lender (other than a Treaty Lender);]

b) [a Treaty Lender;]

c) [not a Qualifying Lender].²

d) [The New Lender acknowledges the provisions of Clause 12 of the Agreement and in particular that if it is not a Qualifying Lender it will not be entitled to any increased payment under Clause 12 (Tax Gross Up and Indemnities) of the Agreement by reason of a Tax Deduction on account of Tax, as more particularly set out in Clause 12.2 (Tax Gross-up) and other provisions of Clause 12.]

9. We refer to [Clause 14] (Changes to the Parties) of the Subordination Deed. In consideration of the New Lender being accepted as a Senior Creditor for the purposes of the Subordination Deed (and as defined in the Subordination Deed), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Subordination Deed as a Senior Creditor, and undertakes to perform all the obligations expressed in the Subordination Deed to be assumed by a Senior Creditor and agrees that it shall be bound by all the provisions of the Subordination Deed, as if it had been an original party to the Subordination Deed.

10. This Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery inaccordance with Clause 31.7 (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower) of the Agreement, to the Borrower (on behalf of each Obligor) of the assignment referred to in this Agreement.

10. 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 of this Agreement.

11. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

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

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

² Delete as applicable - each New Lender is required to confirm which of these three categories it falls within.

173

The Schedule

Commitment/rights and obligations to be transferred by assignment, release and accession

[insert relevant details]

[Facility office address and attention details for notices and account details for payments]

[Existing Lender]

___________________________________

By:

[New Lender]

___________________________________

By:

This Agreement is accepted as an Assignment Agreement for the purposes of the Agreement by the Agent, and as a Creditor Accession Undertaking for the purposes of the Subordination Deed by the Security Agent, and the Transfer Date is confirmed as [●].

Signature of this Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to in this Agreement, which notice the Agent receives on behalf of each Finance Party.

[Agent]

__________________________________

By:

[Security Agent]

___________________________________

By:

174

SCHEDULE 8 - FORM OF COMPLIANCE CERTIFICATE

Form of Compliance Certificate

To: ING Bank N.V., as Agent

From: TORM PLC

Dated: [●]

Dear Sirs

US$46,725,000 Term Facility Agreement dated [●] September 2017 (the "Agreement")

1. I/We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2. I/We confirm that with respect to the financial quarter ending [30 June][31 December] of the Group:

a) Minimum Liquidity:  The Minimum Liquidity is US$[•];  [Requirement:  Minimum Liquidity to be equal or greater than the greater of:

i) seventy five million dollars (US$75,000,000); and

ii) five per cent. (5%) of the Group's Total Debt;

provided that at all times a part of the Minimum Liquidity equal to the greater of (x) forty million Dollars (US$40,000,000) and (y) five per cent. (5%) of the Group's Total Debt shall consist of Cash and Cash Equivalents.

b) Equity Ratio:  The Equity Ratio is [•]. [Requirement:  Equity Ratio shall not be less than twenty-five per cent. (25%)]

3. [I/We confirm that the Security Value is greater than the Minimum Value under the latest valuations of each Mortgaged Vessel obtained in accordance with Clause 25 (Minimum Security Value).]

4. I/We confirm that

a) the aggregate exposure of the Group under any charter arrangements for vessels owned by third parties as per [30 June/31 December] [year] is US$[●].

b) the aggregate exposure of the Group under Forward Freight Agreements entered into under Clause 27.1c) as per [30 June/31 December] [year] is US$[●].

5. [I/We confirm that no Event of Default is continuing.] [If this statement cannot be made, the certificate should identify any Event of Default that is continuing and the steps, if any, being taken to remedy it.]

Signed by:

____________________________________

[Finance Director] [Chief Financial Officer] on behalf of Torm PLC

175

SCHEDULE 9 - FORM OF INCREASE CONFIRMATION

Form of Increase Confirmation

To: [●] as Agent and [●] as Security Agent

and TORM PLC

From: [the Increase Lender] (the Increase Lender)

Dated: [●]

US$[●] Term Facility Agreement dated [●] September 2017 (the "Agreement")

1. We refer to the Agreement and to the Subordination Deed (as defined in the Agreement). This agreement (the "Agreement") shall take effect as an Increase Confirmation for the purpose of the Agreement and as a Creditor Accession Undertaking for the purposes of the Subordination Deed (and as defined in the Subordination Deed). Terms defined in the Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2. We refer to Clause 2.2 (Increase) of the Agreement.

3. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the "Relevant Commitment") as if it was the Original Lender under the Agreement.

4. The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the "Increase Date") is [●].

5. On the Increase Date, the Increase Lender becomes:

a) party to the relevant Finance Documents (other than the Subordination Deed) as a Lender; and

b) a party to the Subordination Deed as a Senior Creditor (as defined in the Subordination Deed).

6. The Facility Office and address and attention details for notices to the Increase Lender for the purposes of Clause 39.2 (Addresses) are set out in the Schedule.

7. The Increase Lender expressly acknowledges the limitations on the Lenders' obligations referred to in Clause 2.2g) (Increase).

8. The Increase Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

a) [a Qualifying Lender (other than a Treaty Lender);]

a) [a Treaty Lender;]

c) [not a Qualifying Lender]. ³

³ Delete as applicable - each New Lender is required to confirm which of these three categories it falls within.

176

9. We refer to [Clause 14] (Changes to the Parties) of the Subordination Deed. In consideration of the New Lender being accepted as a Senior Creditor for the purposes of the Subordination Deed (and as defined in the Subordination Deed), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Subordination Deed as a Senior Creditor, and undertakes to perform all the obligations expressed in the Subordination Deed to be assumed by a Senior Creditor and agrees that it shall be bound by all the provisions of the Subordination Deed, as if it had been an original party to the Subordination Deed.

10. 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 of this Agreement.

11. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

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

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

177

The Schedule

Relevant Commitment/rights and obligations to be assumed by the Increase Lender

[insert relevant details]

[Increase Lender]

________________________________________

By:

________________________________________

By:

This Agreement is accepted as an Increase Confirmation for the purposes of the Agreement by the Agent and as a Creditor Accession Undertaking for the purposes of the Subordination Deed and the Increase Date is confirmed as [●].

Agent

(on behalf of itself and the other Finance Parties)

________________________________________

By:

Security Agent

(on behalf of itself and the other Finance Parties)

________________________________________

By:

TORM PLC

________________________________________

By:

178

SCHEDULE 10 - SCHEDULED AMORTISATION PAYMENTS

(see next page)

179

		Newbuilding Tranche	Refinancing Tranche	Total
Year Build		2017	2002
Total Valuation		USD 63.000.000	USD 10.500.000	USD 73.500.000
Initial LTV		65%	55%
Initial commitment		USD 40.950.000	USD 5.775.000	USD 46.725.000
Period	Repayment Date	Newbuilding Tranche	Refinancing Tranche	Total
1	08-12-2017	USD 602.206	USD 339.706	USD 941.912
2	08-03-2018	USD 602.206	USD 339.706	USD 941.912
3	08-06-2018	USD 602.206	USD 339.706	USD 941.912
4	08-09-2018	USD 602.206	USD 339.706	USD 941.912
5	08-12-2018	USD 602.206	USD 339.706	USD 941.912
6	08-03-2019	USD 602.206	USD 339.706	USD 941.912
7	08-06-2019	USD 602.206	USD 339.706	USD 941.912
8	08-09-2019	USD 602.206	USD 339.706	USD 941.912
9	08-12-2019	USD 602.206	USD 339.706	USD 941.912
10	08-03-2020	USD 602.206	USD 339.706	USD 941.912
11	08-06-2020	USD 602.206	USD 339.706	USD 941.912
12	08-09-2020	USD 602.206	USD 339.706	USD 941.912
13	08-12-2020	USD 602.206	USD 339.706	USD 941.912
14	08-03-2021	USD 602.206	USD 339.706	USD 941.912
15	08-06-2021	USD 602.206	USD 339.706	USD 941.912
16	08-09-2021	USD 602.206	USD 339.706	USD 941.912
17	08-12-2021	USD 602.206	USD 339.706	USD 941.912
18	08-03-2022	USD 602.206	USD 0	USD 602.206
19	08-06-2022	USD 602.206	USD 0	USD 602.206
20	08-09-2022	USD 602.206	USD 0	USD 602.206
21	08-12-2022	USD 602.206	USD 0	USD 602.206
22	08-03-2023	USD 602.206	USD 0	USD 602.206
23	08-06-2023	USD 602.206	USD 0	USD 602.206
24	08-09-2023	USD 602.206	USD 0	USD 602.206
25	08-12-2023	USD 602.206	USD 0	USD 602.206
26	08-03-2024	USD 602.206	USD 0	USD 602.206
27	08-06-2024	USD 602.206	USD 0	USD 602.206
28	04-09-2024	USD 24.690.441	USD 0	USD 24.690.441

180

SCHEDULE 11 - FORM OF ACCESSION DEED

Form of Accession Deed

To: [●] (as Agent) and [●] (as Security Agent)

From: [Acceding Guarantor]

Dated: [●]

Dear Sirs

TORM PLC

US$[●] Term Facility Agreement dated [●] September 2017 (the "Agreement")

1. We refer to the Agreement and to the Subordination Deed. This deed (the "Accession Deed") shall take effect as an Accession Deed for the purposes of the Agreement and as a Debtor accession Deed for the purposes of the Subordination Deed (and as defined in the Subordination Deed). Terms defined in the Agreement have the same meaning in paragraphs 1-[3]/[4] of this Accession Deed unless given a different meaning in this Accession Deed.

2. [●] agrees to become a Guarantor and to be bound by the terms of the Agreement as a Guarantor, including Clause 17.4 (Waiver of Defences). [●] is a company duly incorporated under the laws of [●].

3. [●] administrative details are as follows:

Address: [●]

Attention: [●]

4. We confirm that no Default is continuing or would occur as a result of [●] becoming a Guarantor.

5. [Subsidiary] (for the purposes of this paragraph 5, the "Acceding Debtor") intends to give a guarantee, indemnity or other assurance against loss in respect of liabilities under the Agreement.

IT IS AGREED as follows:

6.

a) Terms defined in the Subordination Deed shall, unless otherwise defined in this Accession Deed, bear the same meaning when used in this paragraph 6.

b) The Acceding Debtor and the Security Agent agree that the Security Agent shall hold:

i) any Security Interest in respect of Liabilities created or expressed to be created pursuant to the Agreement;

ii) all proceeds of that Security Interest; and

iii) all obligations expressed to be undertaken by the Acceding Debtor to pay amounts in respect of the Liabilities to the Security Agent as trustee for the Secured Parties (in the Agreement or otherwise) and secured by the Transaction Security together with all representations and warranties expressed to be given by the Acceding Debtor (in the Agreement or otherwise) in favour of the Security Agent as trustee for the Secured Parties,

181

on trust for the Secured Parties on the terms and conditions contained in the Subordination Deed.

c) The Acceding Debtor confirms that it intends to be party to the Subordination Deed as an Obligor, undertakes to perform all the obligations expressed to be assumed by an Obligor under the Subordination Deed and agrees that it shall be bound by all the provisions of the Subordination Deed as if it had been an original party to the Subordination Deed.

d) [In consideration of the Acceding Debtor being accepted as an Intra-Group Lender for the purposes of the Subordination Deed, the Acceding Debtor also confirms that it intends to be party to the Subordination Deed as an Intra-Group Lender, and undertakes to perform all the obligations expressed in the Subordination Deed to be assumed by an Intra-Group Lender and agrees that it shall be bound by all the provisions of the Subordination Deed, as if it had been an original party to the Subordination Deed].

7. The limitations set forth herein shall apply mutatis mutandis to any security created by [●] under the Security Documents and to any guarantee, indemnity, any similar obligation resulting in a payment obligation and payment, including but not limited to set off, pursuant to this Agreement and made by [●].

8. This Accession Deed and any non-contractual obligations connected with it are governed by English law.

9. [For Guarantors incorporated outside of England and Wales:  For the purposes of Clause 49.2 (Service of process) of the Agreement [●] appoints [●] of [●] as its English process agent.]

10. This Accession Deed shall be considered a Finance Document.

11. The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Accession Deed or any non-contractual obligations connected with it (including a dispute regarding the existence, validity or termination of this Accession Deed) (a Dispute).

12. The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

13. Paragraphs 11 and 12 are for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

14. This Accession Deed has been executed as a deed by [●] and is delivered on the date stated above.

[●]

____________________________________

By:             [●]

Date:          [●]

[to be executed as a deed under the relevant local law requirements]

182

This Accession Deed is accepted

by the Agent on behalf of itself

and the other Finance Parties.

[●]

____________________________________

By:             [●]

Date:          [●]

____________________________________

By:             [●]

Date:          [●]

This Accession Deed is accepted

by the Security Agent on behalf of itself

and the other Finance Parties.

[●]

____________________________________

By:             [●]

Date:          [●]

____________________________________

By:             [●]

Date:          [●]

183

SCHEDULE 12 - GROUP STRUCTURE CHART

[*]

184

EX-4.9

Exhibit 4.9

AMENDMENT & WAIVER LETTER

From:	TORM A/S (the "Company") for itself and as agent for each of the other Obligors party to each of the Agreements (as defined below)
To:	Danske Bank A/S as agent (the "Agent") for the other Finance Parties under and as defined in each of the Agreements (as defined below)

21/12 2015

Dear Sirs,

Amendment and restatement agreement dated 13 July 2015 (the "Amendment and Restatement Agreement") between, among others, the Company, the companies listed therein as guarantors and other obligors, the financial and other institutions listed therein as lenders and the Agent under which certain existing facilities are consolidated, amended and restated in the form of a new term facility agreement (the "Term Facility Agreement") the terms of which are set out in schedule 1 to the Amendment and Restatement Agreement

Working capital facility agreement dated 13 July 2015 between, among others, the Company, the companies listed therein as guarantors and other obligors, the financial and other institutions listed therein as lenders and the Agent (the "Working Capital Facility Agreement" and together with the Term Facility Agreement the "Agreements")

1. Background

(a) We refer to the Agreements. This letter is supplemental to and amends the Agreements.

(b) We further refer to the presentation entitled "Corporate Reorganisation and NYSE Listing, Lender Consent Solicitation (October 2015)" (the "Solicitation Presentation") provided to the Lenders under the Agreements. As further outlined in the Solicitation Presentation, the Company contemplates implementing a reorganisation consisting of the following main steps:

(i) a new holding company is incorporated under English law ("TORM PLC");

(ii) TORM PLC is acquired by OCM Njord Holdings S.ár.1., the current holder of an approximately 62% stake in the Company;

(iii) OCM Njord Holdings Sarl may (but shall not be required to) transfer its current stake in the Company to TORM PLC (the "Transfer") in advance of the Takeover (as defined below);

(iv) the shareholders of the Company receive an exchange offer (the "Exchange Offer") by TORM PLC for all issued shares and warrants in the Company which it does not already own combined with a squeeze out process provided that more than 90 per cent. acceptances are received. The expected outcome of the Exchange Offer is that TORM PLC will become the owner of 100 per cent. of the shares of the Company (the "Takeover");

(v) TORM PLC accedes to each of the Agreements as an Additional Guarantor;

(vi) TORM PLC is listed on the Copenhagen Stock Exchange;

(vii) subsequent and conditional upon the listing of TORM PLC on the Copenhagen Stock Exchange, the Company is delisted from the Copenhagen Stock Exchange (the "Proposed Delisting");

(viii) the Company may transfer to TORM PLC its three unencumbered newbuilding contracts (currently held in 3 separate Subsidiaries of the Company, OCM Singapore Njord Holdings Leif Pte. Ltd, OCM Singapore Njord Holdings Knut Pte. Ltd and OCM Singapore Njord Holdings Gorm Pte. Ltd) and the following unencumbered vessels:

·          TORM Agnes;

·          TORM Aslaug;

·          TORM Amalie;

·          TORM Anabel;

·          TORM Arawa; and

·          Maersk Malta (to be renamed TORM Atlantic),

either by way of a direct transfer or indirectly via a transfer of the relevant Subsidiary of the Company owning such vessel (the "Reorganisation").

2. Interpretation

(a) Capitalised terms defined in the Agreements have the same meaning when used in this letter unless expressly defined in this letter.

(b) The provisions of clauses 1.2 (Construction), 1.3 (Third Party Rights) and 1.4 (Conflict of Documents) of each Agreement apply to this letter as though they were set out in full in this letter except that references to the Agreements are to be construed as references to this letter.

3. Lender Consents relating to the Agreements

(a) Change of Control:

(i) We refer to paragraph (a) of the definition of "Change of Control" contained in clause 1.1 (Definitions) of each Agreement.

(ii) Our view is that neither the Transfer nor the Takeover constitutes a Change of Control under the Agreements on the basis that neither transaction contemplates a change in the ultimate control of the Company.

(iii) Nevertheless, for the avoidance of doubt, we request the consent of all the Lenders under each Agreement to the Transfer and the Takeover.

(b) Takeover:

We refer to clause 21.7(Merger) and clause 42 (Amendments and Grant of Waivers) of each Agreement.

We request the consent of the Majority Lenders under each Agreement to the Takeover.

(c) Maintenance of Listing:

2

We refer to clause 21.11 (Maintenance of Listing) and clause 42 (Amendments and Grant of Waivers) of each Agreement.

We request the consent of the Majority Lenders under each Agreement to the Proposed Delisting.

(d) Reorganisation:

We refer to clause 21.7 (Merger), clause 27.5 (Disposals — Obligors other than the Borrower) and clause 42 (Amendments and Grant of Waivers) of each Agreement.

We request the consent of the Majority Lenders under each Agreement to the Reorganisation.

4. Amendments to the Agreements

In accordance with clause 42 (Amendments and Grant of Waivers) of each Agreement, we further request the consent of the Majority Lenders under each Agreement to the amendments (the "Amendments") to each Agreement as set out in Appendix 1 (Amendments to the Agreements) of this letter.

5. Conditions precedent

The conditions precedent to be delivered by the Company to the Agent in connection with this letter are set out in Appendix 2 (Conditions Precedent) of this letter. The conditions precedent to be delivered to the Agent in relation to the accession of TORM PLC as an Additional Guarantor are set out in Part III of Schedule 3 (Conditions Precedent) to each of the Agreements.

6. Agreement by Obligors

(a) Each Obligor under each Agreement agrees and acknowledges that the guarantees and indemnities contained in each Agreement and/or each other Finance Document (as that term is defined in each Agreement) to which it is a party shall, on and after the Effective Date, continue in full force and effect and extend to the liabilities and obligations of each of the Obligors under each Agreement and the other Finance Documents (as amended and/or amended and restated from time to time) including as varied, amended, supplemented or extended by this letter.

(b) Each Obligor under each Agreement agrees and acknowledges that, on and after the Effective Date:

(i) its obligations arising under each Agreement and/or each other Finance Document (as that term is defined in each Agreement) to which it is a party constitute secured obligations (howsoever defined); and

(ii) the Security created under any Security Document:

(A) continues in full force and effect; and

(B) extends to the obligations of the Obligors under each Agreement and/or the other Finance Documents (as amended and/or amended and restated from time to time) including as varied, amended, supplemented or extended by this letter, in each case subject to the limitations set out in the Security Documents.

3

(c) Each Obligor shall, at the request of the Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this letter.

7. Miscellaneous

(a) This letter is designated a Finance Document by the Company and the Agent.

(b) The Company hereby notifies the Agent of the existence and identity of TORM PLC as a new Group Member for the purposes of clause 21.14 (Notification of Changes to the Group) of each of the Agreements.

(c) Please sign, date and return this letter to confirm that the Agent has obtained the following, in each case subject to the occurrence of the Effective Date:

(i) consent of all the Lenders under each Agreement to the Transfer and the Takeover;

(ii) consent of the Majority Lenders under each Agreement to the Takeover;

(iii) consent of the Majority Lenders under each Agreement to the Proposed Delisting;

(iv) consent of the Majority Lenders under each Agreement to the Reorganisation; and

(v) consent of the Majority Lenders under each Agreement to the Amendments (including for the purposes of clause 21.18 (Amendment) of each of the Agreements).

(d) The Agreements will not be amended by this letter and any Lender consents obtained by the Agent in connection with this letter will not be effective unless the Agent notifies the Company and the Lenders that:

(i) all of the conditions precedent set out in Appendix 2 (Conditions Precedent) of this letter have been provided to the Agent in form and substance satisfactory to the Agent; and

(ii) all of the conditions precedent set out in Part III of Schedule 3 (Conditions Precedent) to each of the Agreements in relation to the accession of TORM PLC as an Additional Guarantor have been provided to the Agent in form and substance satisfactory to the Agent.

(e) The Agent shall give the notification referred to in paragraph (d) above as soon as reasonably practicable upon being so satisfied. The date on which such notification is given by the Agent or such other date as the Company and the Agent may agree shall be the "Effective Date". The Agent shall promptly notify the Company and the Lenders of the occurrence of the Effective Date. Upon the occurrence of the Effective Date each of the Agreements will be amended by this letter and any Lender consents obtained by the Agent in connection with this letter will come into effect.

(f) The provisions of clause 38 (Notices) of each Agreement shall apply to this letter, mutatis mutandis, as if they were set out in this letter.

(g) Save as expressly amended or waived by this letter, the Finance Documents remain in full force and effect and no amendment or waiver of any provision of any Finance Document is given by the terms of this letter. The Finance Parties expressly reserve

4

all their rights and remedies in respect of any breach of, or Default under, the Finance Documents.

(h) This letter may be executed in counterparts each of which, when taken together, shall constitute one and the same agreement.

8. Governing law

This letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

TORM A/S for itself and as agent for each of the other Obligors party to each of the Agreements	}
		/s/ Mads Peter Zacho
		By:

5

Agreed and acknowledged by:

TORM A/S	}
		/s/ Mads Peter Zacho
		By:

DK Vessel HoldCo GP ApS	}
		/s/ Mads Peter Zacho
		By:

DK Vessel HoldCo K/S	}
		/s/ Mads Peter Zacho
		By:

VesselCo A ApS	}
		/s/ Mads Peter Zacho
		By:

VesselCo C ApS	}
		/s/ Mads Peter Zacho
		By:

6

VesselCo 1 K/S	}
		/s/ Mads Peter Zacho
		By:

VesselCo 3 K/S	}
		/s/ Mads Peter Zacho
		By:

VesselCo 7 Pte. Ltd.	}
		/s/ Mads Peter Zacho
		By:

VesselCo 6 Pte. Ltd.	}
		/s/ Mads Peter Zacho
		By:

OCM (Gibraltar) Njord Mideo Limited	}
		/s/ Mads Peter Zacho
		By:

7

OCM Singapore Njord Holdings St. Michaelis Pte. Ltd.	}
		/s/ Mads Peter Zacho
		By:

OCM Singapore Njord Holdings St. Gabriel Pte. Ltd.	}
		/s/ Mads Peter Zacho
		By:

OCM Singapore Njord Holdings Hardrada, Pte. Ltd.	}
		/s/ Mads Peter Zacho
		By:

OCM Singapore Njord Holdings Agnete, Pte. Ltd.	}
		/s/ Mads Peter Zacho
		By:

OCM Singapore Njord Holdings Alice, Pte. Ltd.	}
		/s/ Mads Peter Zacho
		By:

OCM Singapore Njord Holdings Alexandra, Pte. Ltd.	}
		/s/ Mads Peter Zacho
		By:

8

OCM Singapore Njord Holdings Almena, Pte. Ltd.	}
		/s/ Mads Peter Zacho
		By:

9

Appendix 1 Amendments to the Agreements

Each Agreement will be amended as follows:

1. the definition of "Auditors" in clause 1.1 (Definitions) in each Agreement shall be amended by replacing the words "the Borrower's" with "TORM PLC's" and by replacing the words "appointed by the Borrower" with "appointed by TORM PLC";

2. the definition of "Cash Sweep Cap Amount" in clause 1.1 (Definitions) in the Term Facility Agreement shall be amended by replacing the words "semi-annual" with "quarterly";

3. the definition of "Change of Control" in clause 1.1 (Definitions) in each Agreement shall be amended by replacing the words "the Borrower" with "TORM PLC" and by replacing the words "the Borrower's" with "TORM PLC's";

4. the definition of "GAAP" in clause 1.1 (Definitions) in each Agreement shall be amended by replacing the words "the Borrower" with "TORM PLC";

5. the definition of "Group" in clause 1.1 (Definitions) in each Agreement shall be amended by replacing the words "the Borrower" with "TORM PLC";

6. the definition of "Relevant Affiliate" in clause 1.1(Definitions) in each Agreement shall be amended by replacing the words "the Borrower" with "TORM PLC";

7. the definition of "Repayment Date" in clause 1.1 (Definitions) in the Term Facility Agreement shall be amended by replacing the words "six-monthly" with "three-monthly";

8. clause 1.1 (Definitions) in each Agreement shall be amended so as to include the following new definition in alphabetical order:

""TORM PLC" means TORM PLC, a company established under the laws of England and Wales and having its seat at 27 Old Gloucester Street, London, WC1N 3AX, United Kingdom;";

9. paragraph (a) of clause 19.1 (Financial Statements) in each Agreement shall be amended so that the words "the Borrower" are replaced with "TORM PLC" and so that the words "consolidated audited annual financial statements of the Borrower" are replaced with "consolidated audited annual financial statements of TORM PLC";

10. paragraph (b) of clause 19.1 (Financial Statements) in each Agreement shall be amended so that the words "the Borrower" are replaced with "TORM PLC" and so that the words "consolidated unaudited financial statements of the Borrower" are replaced with "consolidated unaudited financial statements of TORM PLC";

11. paragraph (c) of clause 19.1 (Financial Statements) in each Agreement shall be amended so that the words "the Borrower" are replaced with "TORM PLC" and so that the words "annual Forecast for the Borrower" are replaced with "annual Forecast for TORM PLC";

10

12. paragraphs (a) and (c) of clause 19.2 (Provision and Contents of Compliance Certificate) in each Agreement shall be amended so that the words "the Borrower" are replaced with "TORM PLC";

13. paragraph (a) of clause 19.3 (Requirements as to Financial Statements and Budget) in each Agreement shall be amended so that the words "the Borrower" are replaced with the words "TORM PLC" and so that the words "for the Borrower" are replaced with "for TORM PLC";

14. paragraphs (c) and (d) of clause 19.3 (Requirements as to Financial Statements and Budget) in each Agreement shall be amended so that the words "the Borrower" are replaced with "TORM PLC";

15. clause 19.4 (Year-end) in each Agreement shall be amended so that the words "the Borrower" are replaced with "TORM PLC";

16. paragraph (a)(i) of clause 19.5(Information: Miscellaneous) in each Agreement shall be amended so that the words "the Borrower" are replaced with "the Borrower or TORM PLC";

17. paragraph (a)(iv) of clause 19.5 (Information: Miscellaneous) in each Agreement shall be amended so that the words "management of the group and (except for the Borrower)" are replaced with "management of the Group and (except for TORM PLC)";

18. paragraphs (c) and (d) of clause 19.8 ("Know Your Customer" Checks) in each Agreement shall be amended so that the words "the Borrower" are replaced with "TORM PLC";

19. the definition of "Minimum Liquidity" in clause 20.1 (Financial Definitions) in each Agreement shall be amended by replacing the words "the Borrower" with "TORM PLC";

20. clause 20.2 (Financial Condition) in each Agreement shall be amended by replacing the words "the Borrower" with "TORM PLC";

21. paragraph (a) of clause 20.2 (Financial Condition) in each Agreement shall be amended by replacing the words "thereafter, the greater of (x) fifty million Dollars (US$50,000,000) and (y) five per cent. (5%) of the Group's Total Debt" with "thereafter, the greater of seventy five million Dollars (US$75,000,000) and (y) five per cent. (5%) of the Group's Total Debt";

22. clause 20.3 (Financial Testing) in each Agreement shall be amended so that the words "the Borrower's" are replaced with "TORM PLC's";

23. clauses 21.5 (Tax Compliance), 21.6 (Change of Business), 21.18 (Amendment) and 21.19 (Guarantors) in each Agreement shall be amended by replacing the words "the Borrower" with "TORM PLC";

24. clause 21.6 (Change of Business) in each Agreement shall be further amended by replacing the words "such entity" with "the Borrower" and by deleting the words "from that as at the date of this Agreement";

25. clauses 21.9 (Negative Pledge in Respect of Charged Property), 27.1 (General Negative Pledge - Obligors other than Borrower), 27.3(Financial Indebtedness - Obligors other than the Borrower), 27.4 (Loans and credit - Obligors other than the Borrower), 27.5 (Disposals -Obligors other than the Borrower) and 27.7 (Acquisitions and Investments - Obligors other than the Borrower) shall be amended by replacing the words "the Borrower" with "the Borrower and TORM PLC";

26. clause 21.11 (Maintenance of Listing) in each Agreement shall be amended so that it reads as follows:

11

"TORM PLC shall maintain its listing on the Copenhagen Stock Exchange. If shares of TORM PLC are listed on the New York Stock Exchange, TORM PLC shall maintain such listing on the New York Stock Exchange."

27. clause 21.12 (No Change of Name Etc.) in each Agreement shall be amended so that it reads as follows:

"During the Facility Period, no Obligor will, without prior written approval of the Majority Lenders (such approval not to be unreasonably withheld or delayed) change:

(a) the type of legal entity which it exists as;

(b) in the case of the Borrower only, its jurisdiction or country of domicile or centre of establishment or tax residency unless it is to an Approved Jurisdiction in which case prior notice to the Agent will be required;

(c) in the case of TORM PLC only, its jurisdiction or country of domicile or centre of establishment or tax residency unless it is to an Approved Jurisdiction in which case prior notice to the Agent will be required; or

(d) its Accounting Reference Date.";

28. paragraph (a) of clause 22.3 (Manager) in each Agreement shall be amended so that it reads as follows:

"Subject to paragraphs (b) and (c) below, each Mortgaged Vessel shall be managed commercially and technically by the Borrower and each other Fleet Vessel shall be managed commercially by the Borrower."

29. a new paragraph (c) shall be added in Clause 22.3 (Manager) in each Agreement with the following wording:

"(c) Any other Fleet Vessel may be managed commercially by any other company with the prior consent of the Security Agent (acting reasonably)."

30. clause 25.2 (Valuation Frequency) in each Agreement shall be amended by replacing the words "the Borrower" with "TORM PLC";

31. clause 27.2 (Financial Indebtedness - Borrower) shall be amended by replacing the words "Borrower" and "the Borrower" with "the Borrower and TORM PLC";

32. clause 27.8 (Distribution and Other Payments) in each Agreement shall be amended so that the words "the Borrower shall not" are replaced with "neither the Borrower nor TORM PLC shall" and so that the words "shareholders of the Borrower" are replaced with the words "shareholders of the Borrower or TORM PLC" and so that the words "shareholder of the Borrower" are replaced with the words "shareholder of the Borrower or TORM PLC" and so that the words "Borrower's shareholders" are replaced with the words "Borrower's shareholders or TORM PLC's shareholders" and so that the words "the Borrower is not in breach" are replaced with the words "TORM PLC is not in breach";

33. paragraph (b)(i) of clause 27.8 (Distribution and Other Payments) in each Agreement shall be replaced in its entirety with the following new paragraph (b)(i):

"(b)          Clause 27.8(a) above does not apply if and to the extent that:

(i)          the Cash Sweep Period has expired, provided that the Borrower may:

12

(A) at any time after the Cash Sweep Date falling 6 months after the Initial Borrowing Date; or

(B) if a Cash Sweep Extension Notice has been delivered, at any time after the Cash Sweep Date falling 24 months after the Initial Borrowing Date,

deliver a notice in writing to the Agent (a "Cash Sweep Termination Notice") electing to end the Cash Sweep Period with effect from and including the next Cash Sweep Date and thereby remove the restriction on payment of distributions under this Clause 27.8(b)(i) with effect from (but not including) the date falling three (3) weeks after such notice, provided that the Cash Sweep Period shall not so end and the restriction on payment of distributions under this Clause 27.8(b)(i) shall not be so removed unless and until the Borrower makes a prepayment of the Loan in an amount equal to the Cash Sweep Cap Amount calculated as per the most recent Cash Sweep Date, and the Company shall further undertake to pay an amount equal to the Cash Sweep Cap Amount on the next and final Cash Sweep Date.";

34. clause 29.2 (Financial Covenants) in each Agreement shall be amended so that the words "the Borrower" are replaced with "TORM PLC";

35. clause 29.14 (Ownership of the Obligors) in each Agreement shall be amended so that the words "(other than the Borrower)" are replaced by "(other than TORM PLC)" and the words "of the Borrower" are replaced with "of TORM PLC";

36. clause 29.15 (Audit Qualification) in each Agreement shall be amended so that the words "The Borrower's Auditors" are replaced with the words "TORM PLC's Auditors" and the words "of the Borrower" are replaced with "of TORM PLC";

37, paragraph (a) of clause 32.2(Additional Guarantors) in each Agreement shall be amended so that the words "the Borrower" are replaced with "TORM PLC";

38. schedule 7 (Form of Compliance Certificate) of each Agreement shall be amended so that the words "TORM A/S" are replaced with "TORM PLC"; and

39. schedule 10 (Scheduled Amortisation Payments) of the Term Facility Agreement shall be replaced in its entirety as follows:

Repayment Date	Scheduled Amortisation Payment (US$)
13 Oct 2016	26.309.324,62
13 Jan 2017	13.154.662,31
13 Apr 2017	13.154.662,31 (or, if a Cash Sweep Termination Notice hasbeen delivered after the Cash Sweep Datefalling 12 months after the Initial Borrowing Date, $26,309,324.62)
13 Jul 2017	13.154.662,31
13 Oct 2017	13.154.662,31 (or, if no Cash Sweep Termination Notice has been delivered, $26,309,324.62)

13

13 Jan 2018	13.154.662,31
13 Apr 2018	13.154.662,31
13 Jul 2018	13.154.662,31
13 Oct 2018	13.154.662,31
13 Jan 2019	13.154.662,31
13 Apr 2019	13.154.662,31
13 Jul 2019	13.154.662,31
13 Oct 2019	13.154.662,31
13 Jan 2020	13.154.662,31
13 Apr 2020	13.154.662,31
13 Jul 2020	13.154.662,31
13 Oct 2020	13.154.662,31
13 Jan 2021	13.154.662,31
13 Apr 2021	13.154.662,31
13 Jul 2021	The outstanding principal amount of the Loan

14

Appendix 2 Conditions Precedent

1. Borrower's Corporate Documents

(a) A copy of the Constitutional Documents of the Borrower.

(b) A copy of a resolution of the board of directors of the Borrower:

(i) approving the terms of, and the transactions contemplated by, this letter and resolving that it execute this letter;

(ii) authorising a specified person or persons to execute this letter on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this letter.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to this letter and related documents.

(d) A certificate of the Borrower (signed on behalf of the Borrower by a director of the Borrower) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security or similar limit binding on the Borrower to be exceeded.

(e) A copy of any power of attorney under which any person is to execute this letter or related documents on behalf of the Borrower.

(f) A certificate of an authorised signatory of the Borrower certifying that each copy document relating to it specified in paragraphs (a) to (e) above is correct, complete and in full force and effect as at a date no earlier than the date of this letter and that any such resolutions or power of attorney have not been revoked.

2. Guarantors' Corporate Documents

(a) A copy of the Constitutional Documents of each Original Guarantor and the share register (where applicable) of each Original Guarantor (other than the Borrower).

(b) A copy of a resolution of the board of directors of each Original Guarantor (or any committee of such board empowered to approve and authorise the following matters):

(i) approving the terms of, and the transactions contemplated by, this letter and resolving that it execute this letter;

(ii) authorising a specified person or persons to execute this letter on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this letter.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to this letter and related documents.

15

(d) If applicable, a copy of a resolution of the board of directors of the relevant company, establishing any committee referred to in paragraph (b) above and conferring authority on that committee.

(e) If required, a copy of a resolution signed by all the holders of the issued shares in each Original Guarantor, approving the terms of, and the transactions contemplated by, this letter.

(f) A certificate of each Original Guarantor (signed by a director of such Original Guarantor on behalf of such Original Guarantor) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security or similar limit binding on such Original Guarantor to be exceeded.

(g) A copy of any power of attorney under which any person is to execute this letter or related documents on behalf of any Original Guarantor.

(h) A certificate of an authorised signatory of each Original Guarantor certifying that each copy document relating to it specified in paragraphs (a) through (g) above is correct, complete and in full force and effect as at a date no earlier than the date of this letter and that any such resolutions or power of attorney have not been revoked.

3. "Know Your Customer" Information

Such documentation and information as any Finance Party may reasonably request through the Agent to comply with "know your customer" or similar identification procedures under all laws and regulations applicable to that Finance Party.

4. Finance Documents

This letter executed by each of the Obligors.

5. Legal Opinions

(a) A legal opinion of White & Case LLP, addressed to the Arrangers and the Agent, in respect of matters of English law, substantially in the form approved by the Agent (acting on the instructions of the Lenders).

(b) A legal opinion of the legal advisers to the Arrangers and the Agent in each jurisdiction in which an Obligor is incorporated, each substantially in the form approved by the Agent (acting on the instructions of the Lenders).

6. Fees and Expenses

Evidence that the fees, commissions, costs and expenses that are due from the Borrower pursuant to clause 11 (Fees) and clause 16 (Costs and Expenses) of each of the Agreements have been paid or will be paid by the Effective Date.

7. Other Documents and Evidence

A copy of any other Authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

16

Form of Acknowledgment

We acknowledge, and confirm the approval by the MajorityLenders of, the terms of this letter.

/s/ Christian Roed Christensen   /s/ Zaneta Trosko

DANSKE BANK A/S as agent for the

other Finance Parties under and as defined

in each of the Agreements

Christian Roed Christensen                Zaneta Trosko

Senior Loan Manager

Date: 13 January 2016

17

EX-4.10

Exhibit 4.10

AMENDMENT & WAIVER LETTER

From: TORM A/S (the "Company") for itself and as agent for each of the other Obligors party to each of the Agreements (as defined below)

To: Danske Bank A/S as agent (the "Agent") for the other Finance Parties under and as defined in each of the Agreements (as defined below)

23 August 2016

Dear Sirs,

Amendment and restatement agreement dated 13 July 2015, as amended by way of an amendment and waiver letter dated 21 December 2015, (the "Amendment and Restatement Agreement") between, among others, the Company, the companies listed therein as guarantors and other obligors, the financial and other institutions listed therein as lenders and the Agent under which certain existing facilities are consolidated, amended and restated in the form of a new term facility agreement (the "Term Facility Agreement") the terms of which are set out in schedule 1 to the Amendment and Restatement Agreement

Working capital facility agreement dated 13 July 2015 between, among others, the Company, the companies listed therein as guarantors and other obligors, the financial and other institutions listed therein as lenders and the Agent (the "Working Capital Facility Agreement" and together with the Term Facility Agreement the "Agreements")

1.          Background

(a) We refer to the Agreements. This letter is supplemental to and amends the Agreements.

(b) We further refer to the presentation entitled "Authorization for intercompany sale of vessels to TORM A/S" (the "Intercompany Sale Presentation") provided to the Lenders under the Agreements. As further outlined in the Intercompany Sale Presentation, the Company contemplates implementing a reorganisation consisting of the following main steps:

(i) in accordance with the provisions of clause 21.20(Permitted Reorganisation) of each Agreement, OCM (Gibraltar) Njord Midco Ltd ("OCM Gibraltar") intends to sell to the Company shares in, among others, the following Subsidiaries in exchange for a loan note at market value (the "Reorganisation"):

· OCM Singapore Njord Holdings Alice Pte. Ltd;

· OCM Singapore Njord Holdings Almena Pte. Ltd;

· OCM Singapore Njord Holdings Hardrada Pte Ltd;

· OCM Singapore Njord Holdings St. Michaelis Pte. Ltd;

· OCM Singapore Njord Holdings St. Gabriel Pte. Ltd;

· OCM Singapore Njord Holdings Agnete Pte. Ltd; and

· OCM Singapore Njord Holdings Alexandra Pte. Ltd

(together the "Relevant Subsidiaries");

(ii) the loan note described in paragraph (i) above is intended to be distributed as a dividend or liquidation proceeds from OCM Gibraltar to the Company;

(iii) the Reorganisation will be completed subject to existing security and the Company intends to execute new Share Security over each of the Relevant Subsidiaries; and

(iv) following completion of the Reorganisation, it is intended that OCM Gibraltar will cease to be an Obligor and may be the subject of a solvent liquidation.

2.          Interpretation

(a) Capitalised terms defined in the Agreements have the same meaning when used in this letter unless expressly defined in this letter.

(b) The provisions of clauses 1.2 (Construction), 1.3 (Third Party Rights) and 1.4 (Conflict of Documents) of each Agreement apply to this letter as though they were set out in full in this letter except that references to the Agreements are to be construed as references to this letter.

3.          Lender Consents relating to the Agreements

(a) Sale of Mortgaged Vessel:

(i) We refer to clause 7.4 (Mandatory prepayment — Sale or Total Loss of a Mortgaged Vessel), clause 22.2 (Sale or Other Disposal of Mortgaged Vessel) and clause 42 (Amendments and Grant of Waivers) of each Agreement.

(ii) The Reorganisation shall not constitute a sale of a Mortgaged Vessel under the Agreements on the basis that it does not contemplate a change in the ultimate owner of the Mortgaged Vessels and no mandatory prepayment under clause 7.4 shall be required.

(b) Reorganisation:

(i) We refer to clause 21.7 (Merger), clause 27.5 (Disposals — Obligors other than the Borrower) and clause 42(Amendments and Grant of Waivers) of each Agreement.  

(ii) We request the consent of the Majority Lenders under each Agreement to the Reorganisation.

(c) Change to Obligor:

(i) We refer to paragraph (a)(v) of clause 42.2 (Amendments and Grants of Waivers — Exceptions) of each Agreement.

(ii) We request the consent of the Lenders under each Agreement such that following completion of the Reorganisation OCM Gibraltar may be released from its obligations under the Finance Documents and cease to be an Obligor.

2

4.          Amendments to the Agreements

In accordance with clause 42 (Amendments and Grant of Waivers) of each Agreement, we further request the consent of the Majority Lenders under each Agreement to the amendments (the "Amendments") to each Agreement as set out in Appendix 1 (Amendments to the Agreements) of this letter.

5.          Release of Guarantee

In accordance with clause 42 (Amendments and Grant of Waivers) of each Agreement, we further request that following completion of the Reorganisation and with effect on and from the Effective Date (as defined below) the Lenders:

(a) release OCM Gibraltar from its obligations (including, without limitation, any guarantee and indemnity in respect of each Obligor's obligations under the Finance Documents granted in favour of the Finance Parties by OCM Gibraltar) under and in respect of each Finance Document, such that, with effect from the date of such release, OCM Gibraltar shall be deemed to have resigned as a Guarantor and Obligor under each of the Finance Documents and shall no longer be considered a Guarantor or Obligor under the Finance Documents); and

(b) agree, at the cost and expense of the Company, to take whatever action is reasonably neccessary and within its power to give effect to the release contemplated in this Clause 5.

6.          Conditions precedent

The conditions precedent to be delivered by the Company to the Agent in connection with this letter are set out in Appendix 2 (Conditions Precedent) of this letter.

7.          Agreement by Obligors

(a) Each Obligor under each Agreement agrees and acknowledges that the guarantees and indemnities contained in each Agreement and/or each other Finance Document (as that term is defined in each Agreement) to which it is a party shall, on and after the Effective Date, continue in full force and effect and extend to the liabilities and obligations of each of the Obligors under each Agreement and the other Finance Documents (as amended and/or amended and restated from time to time) including as varied, amended, supplemented or extended by this letter.

(b) Each Obligor under each Agreement agrees and acknowledges that, on and after the Effective Date:

(i) its obligations arising under each Agreement and/or each other Finance Document (as that term is defined in each Agreement) to which it is a party constitute secured obligations (howsoever defined); and

(ii) the Security created under any Security Document:

(A) continues in full force and effect; and

(B) extends to the obligations of the Obligors under each Agreement and/or the other Finance Documents (as amended and/or amended and restated from time to time) including as varied, amended, supplemented or extended by this letter, in each case subject to the limitations set out in the Security Documents.

3

(c) Each Obligor shall, at the request of the Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this letter.

8.          Miscellaneous

(a) This letter is designated a Finance Document by the Company and the Agent.

(b) Please sign, date and return this letter to confirm that the Agent has obtained the following, in each case subject to the occurrence of the Effective Date:

(i) consent of the Majority Lenders under each Agreement to the Reorganisation;

(ii) consent of the Lenders under each Agreement to OCM Gibraltar ceasing to be an Obligor following completion of the Reorganisation; and

(iii) consent of the Majority Lenders under each Agreement to the Amendments (including for the purposes of clause 21.18 (Amendment) of each of the Agreements).

(c) The Agreements will not be amended by this letter and any Lender consents obtained by the Agent in connection with this letter will not be effective unless the Agent notifies the Company and the Lenders that all of the conditions precedent set out in Appendix 2 (Conditions Precedent) of this letter have been provided to the Agent in form and substance satisfactory to the Agent.

(d) The Agent shall give the notification referred to in paragraph (c) above as soon as reasonably practicable upon being so satisfied. The date on which such notification is given by the Agent or such other date as the Company and the Agent may agree shall be the "Effective Date". The Agent shall promptly notify the Company and the Lenders of the occurrence of the Effective Date. Upon the occurrence of the Effective Date each of the Agreements will be amended by this letter and any Lender consents obtained by the Agent in connection with this letter will come into effect.

(e) The provisions of clause 38 (Notices) of each Agreement shall apply to this letter, nuttatis mutandis, as if they were set out in this letter.

(f) Save as expressly amended or waived by this letter, the Finance Documents remain in full force and effect and no amendment or waiver of any provision of any Finance Document is given by the terms of this letter. The Finance Parties expressly reserve all their rights and remedies in respect of any breach of, or Default under, the Finance Documents.

(g) This letter may be executed in counterparts each of which, when taken together, shall constitute one and the same agreement.

9.          Further Assurance

The Company shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Agent or Security Agent may reasonably specify (and in such form as the Agent or Security Agent may reasonably require):

(a) to perfect the Security Interests created or intended to be created by the Company under or evidenced by the new Share Security (which may include the execution of a mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of the new Share Security) or for the exercise of any

4

rights, powers and remedies of the Security Agent provided by or pursuant to the Finance Documents or by law;

(b) to facilitate the realisation of the assets which are, or are intended to be, the subject of the new Share Security; and/or

(c) to facilitate the accession by a New Lender to the new Share Security following an assignment in accordance with clause 31.1 (Assignments and Transfers by the Lenders) of each Agreement.

10.          Governing law

This letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

Yours faithfully,

TORM A/S for itself and as agent for each of the other Obligors party to each of the Agreements	}	/s/ Christian Mens
		By:	Christian Mens Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

5

Agreed and acknowledged by:

TORM PLC	}	/s/
		By:

TORM A/S	}	/s/ Christian Mens
		By:	Christian Mens Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

DK Vessel HoldCo GP ApS	}	/s/ Christian Mens
		By:	Christian Mens Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

DK Vessel HoldCo K/S	}	/s/ Christian Mens
		By:	Christian Mens Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

VesselCo A ApS	}	/s/ Christian Mens
		By:	Christian Mens Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

6

VesselCo C ApS	}	/s/ Christian Mens
		By:	Christian Mens Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

VesselCo 1 K/S	}	/s/ Christian Mens
		By:	Christian Mens Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

VesselCo 3 K/S	}	/s/ Christian Mens
		By:	Christian Mens Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

VesselCo 7 Pte. Ltd.	}	/s/ Christian Mens
		By:	Christian Mens Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

VesselCo 6 Pte. Ltd.	}	/s/ Christian Mens
		By:	Christian Mens Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

OCM (Gibraltar) Njord Midco Limited	}	/s/ Christian Mens
		By:	Christian Mens Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

7

OCM Singapore Njord Holdings St. Michaelis Pte. Ltd.	}	/s/ Christian Mens
		By:	Christian Mens Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

OCM Singapore Njord Holdings St. Gabriel Pte. Ltd.	}	/s/ Christian Mens
		By:	Christian Mens Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

OCM Singapore Njord Holdings Hardrada, Pte. Ltd.	}	/s/ Christian Mens
		By:	Christian Mens Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

OCM Singapore Njord Holdings Agnete, Pte. Ltd.	}	/s/ Christian Mens
		By:	Christian Mens Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

OCM Singapore Njord Holdings Alice, Pte. Ltd.	}	/s/ Christian Mens
		By:	Christian Mens Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

OCM Singapore Njord Holdings Alexandra, Pte. Ltd.	}	/s/ Christian Mens
		By:	Christian Mens Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

8

OCM Singapore Njord Holdings Almena, Pte. Ltd.	}	/s/ Christian Mens
		By:	Christian Mens Vice President Head of Group Treasury TORM A/S Tuborg Havnevej 18 2900 Hellerup, Denmark

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Appendix 1          Amendments to the Agreements

Each Agreement will be amended as follows:

1. paragraph (a) of clause 21.7 (Merger) in each Agreement shall be deleted;

2. paragraph (c) of clause 27.1 (General Negative Pledge — Obligors other than the Borrower) in each Agreement shall be deleted and replaced with the words "Clauses 27.1(a) and 27.1(b) above do not apply to Permitted Security Interests.";

3. paragraph (a)(i) of clause 27.5 (Disposals — Obligors other than the Borrower) in each Agreement shall be deleted;

4. clause 27.7(Acquisitions and Investments — Obligors other than the Borrower) in each Agreement shall be deleted and replaced with the words "No Obligor (other than the Borrower and TORM PLC) shall acquire any person, business, vessels or other material assets (other than a vessel that is, or becomes, a Mortgaged Vessel) or make any investment in any person or business or enter into any joint-venture arrangement except for capital expenditures or investments relating to upgrade or maintenance work in the ordinary course of business.";

5. schedule 1 shall be amended so that the following is deleted:

Name:	OCM (Gibraltar) Njord Midco Limited
Jurisdiction of incorporation	Gibraltar
Registration number (or equivalent, if any)	109714
English process agent (if not incorporated in England)	Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, England
Registered office	57/63 Line Wall Road, Gibraltar
Address for service of notices	Tuborg Havnevej 18 2900 Hellerup Denmark Fax: +45 39 17 93 80 Attention: Executive Management Email:man@torm.com CC: Oaktree Capital Management (UK) LLP 27 Knightsbridge London, SW1X 7LY United Kingdom

In addition to the above, the Term Facility Agreement will be amended as follows

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1. paragraph (a) of the definition of "Shareholder" in clause 1.1 (Definitions) in the Term Facility Agreement shall be amended so that it reads as follows:

"in respect of DK Vessel HoldCo GP ApS, VesselCo A ApS, VesselCo C ApS, OCM Singapore Njord Holdings St. Michaelis Pte. Ltd, OCM Singapore Njord Holdings St. Gabriel Pte. Ltd, OCM Singapore Njord Holdings Hardrada, Pte. Ltd, OCM Singapore Njord Holdings Agnete, Pte. Ltd, OCM Singapore Njord Holdings Alice, Pte. Ltd, OCM Singapore Njord Holdings Alexandra, Pte. Ltd and OCM Singapore Njord Holdings Almena, Pte. Ltd, the Borrower;"

2. paragraph (f) of the definition of "Shareholder" in clause 1.1 (Definitions) in the Term Facility Agreement shall be deleted, the word "and" shall be inserted at the end of paragraph (d) and "; and" shall be deleted from the end of paragraph (e) and replaced with a full stop.

In addition to the above, the Working Capital Facility Agreement will be amended such that paragraph (a) of the definition of "Shareholder" in clause 1.1 (Definitions) in the Working Capital Facility Agreement shall be amended so that it reads as follows:

"in respect of DK Vessel HoldCo GP ApS, VesselCo A ApS, VesselCo C ApS, OCM Singapore Njord Holdings St. Michaelis Pte. Ltd, OCM Singapore Njord Holdings St. Gabriel Pte. Ltd, OCM Singapore Njord Holdings Hardrada, Pte. Ltd, OCM Singapore Njord Holdings Agnete, Pte. Ltd, OCM Singapore Njord Holdings Alice, Pte. Ltd, OCM Singapore Njord Holdings Alexandra, Pte. Ltd and OCM Singapore Njord Holdings Almena, Pte. Ltd, the Borrower;"

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Appendix 2 Conditions Precedent

1.          Borrower's Corporate Documents

(a) A copy of the Constitutional Documents of the Borrower.

(b) A copy of a resolution of the board of directors of the Borrower:

(i) approving the terms of, and the transactions contemplated by, this letter and the New Share Security (as defined below) and resolving that it execute this letter and the New Share Security;

(ii) authorising a specified person or persons to execute this letter and the New Share Security on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this letter and the New Sehare Security.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to this letter, the New Share Security and related documents.

(d) A certificate of the Borrower (signed on behalf of the Borrower by a director of the Borrower) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security or similar limit binding on the Borrower to be exceeded.

(e) A copy of any power of attorney under which any person is to execute this letter, the New Share Security or related documents on behalf of the Borrower.

(f) A certificate of an authorised signatory of the Borrower certifying that each copy document relating to it specified in paragraphs (a) to (e) above is correct, complete and in full force and effect as at a date no earlier than the date of this letter and that any such resolutions or power of attorney have not been revoked.

2.          Guarantors' Corporate Documents

(a) A copy of the Constitutional Documents of each Guarantor (other than OCM Gibraltar) and the share register (where applicable) of each Guarantor (other than OCM Gibraltar and TORM PLC).

(b) A copy of a resolution of the board of directors of each Guarantor (other than OCM Gibraltar) (or any committee of such board empowered to approve and authorise the following matters):

(i) approving the terms of, and the transactions contemplated by, this letter and resolving that it execute this letter;

(ii) authorising a specified person or persons to execute this letter on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this letter.

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(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to this letter and related documents.

(d) If applicable, a copy of a resolution of the board of directors of the relevant company, establishing any committee referred to in paragraph (b) above and conferring authority on that committee.

(e) If required, a copy of a resolution signed by all the holders of the issued shares in each Guarantor (other than OCM Gibraltar), approving the terms of, and the transactions contemplated by, this letter.

(f) A certificate of each Guarantor (other than OCM Gibraltar) (signed by a director of such Guarantor (other than OCM Gibraltar) on behalf of such Guarantor (other than OCM Gibraltar)) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security or similar limit binding on such Guarantor (other than OCM Gibraltar) to be exceeded.

(g) A copy of any power of attorney under which any person is to execute this letter or related documents on behalf of any Guarantor (other than OCM Gibraltar).

(h) A certificate of an authorised signatory of each Guarantor (other than OCM Gibraltar) certifying that each copy document relating to it specified in paragraphs (a) through (g) above is correct, complete and in full force and effect as at a date no earlier than the date of this letter and that any such resolutions or power of attorney have not been revoked.

3.          "Know Your Customer" Information

Such documentation and information as any Finance Party may reasonably request through the Agent to comply with "know your customer" or similar identification procedures under all laws and regulations applicable to that Finance Party.

4.          Finance Documents

(a) This letter executed by each of the Obligors.

(b) The new Share Security in respect of OCM Singapore Njord Holdings St.Michaelis Pte. Ltd, OCM Singapore Njord Holdings St. Gabriel Pte. Ltd, OCM Singapore Njord Holdings Hardrada, Pte. Ltd, OCM Singapore Njord Holdings Agnete, Pte. Ltd, OCM Singapore Njord Holdings Alice, Pte. Ltd, OCM Singapore Njord Holdings Alexandra, Pte. Ltd and OCM Singapore Njord Holdings Almena, Pte. Ltd, in each case duly executed by the Company, together with all letters, notices, transfers, certificates and other documents required to be delivered under such Share Security (the "New Share Security").

5.          Evidence of Transfer of Relevant Subsidaries

[·]¹

6.          Legal Opinions

(a) A legal opinion of White & Case LLP, addressed to the Arrangers and the Agent, in respect of matters of English law, substantially in the form approved by the Agent (acting on the instructions of the Majority Lenders).

¹ Singapore counsel to set out documents required for the transfer of the relevant Subsidiaries to the Company.

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(b) A legal opinion of [Rajah & Tann], addressed to the Arrangers and the Agent, in respect of matters of Singaporean law, substantially in the form approved by the Agent (acting on the instructions of the Majority Lenders).

(c) A legal opinion of [Kromann Reumert], addressed to the Arrangers and the Agent, in respect of matters of Danish law, substantially in the form approved by the Agent (acting on the instructions of the Majority Lenders).

7.          Fees and Expenses

Evidence that the fees, commissions, costs and expenses that are due from the Borrower pursuant to clause 11 (Fees) and clause 16 (Costs and Expenses) of each of the Agreements have been paid or will be paid by the Effective Date.

8.          Other Documents and Evidence

A copy of any other Authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

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Form of Acknowledgment

We acknowledge, and confirm the approval by the Lenders of, the terms of this letter.

/s/ Christian Roed Christensen	/s/ Zaneta Trosko
Christian Roed Christensen Senior Loan Manager	Zaneta Trosko
DANSKE BANK A/S as agent for the other Finance Parties under and as defined in each of the Agreements

Date: 7 October 2016

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EX-8.1

Exhibit 8.1

List of TORM plc Subsidiaries

Name of Subsidiary	Jurisdiction of Incorporation or Organization
TORM A/S	Denmark
DK Vessel HoldCo GP ApS	Denmark
DK Vessel HoldCo K/S	Denmark
OCM (Gibraltar) Njord Midco Ltd	Gibraltar
OCM Singapore Njord Holdings Alice, Pte. Ltd	Singapore
OCM Singapore Njord Holdings Almena, Pte. Ltd	Singapore
OCM Singapore Njord Holdings Hardrada, Pte. Ltd	Singapore
OCM Singapore Njord Holdings St. Michaelis, Pte. Ltd	Singapore
OCM Singapore Njord Holdings St. Gabriel, Pte. Ltd	Singapore
OCM Singapore Njord Holdings Agnete, Pte. Ltd	Singapore
OCM Singapore Njord Holdings Alexandra, Pte. Ltd	Singapore
OCM Holdings Mrs Inc.	Marshall Islands
OCM Njord Anne Inc.	Marshall Islands
OCM Njord Freya Inc.	Marshall Islands
OCM Njord Gerd Inc.	Marshall Islands
OCM Njord Gertrud Inc.	Marshall Islands
OCM Njord Gunhild Inc.	Marshall Islands
OCM Njord Helene Inc.	Marshall Islands
OCM Njord Helvig Inc.	Marshall Islands
OCM Njord Ingeborg Inc.	Marshall Islands
OCM Njord Mary Inc.	Marshall Islands
OCM Njord Ragnhild Inc.	Marshall Islands
OCM Njord Thyra Inc.	Marshall Islands
OCM Njord Valborg Inc.	Marshall Islands
OCM Njord Vita Inc.	Marshall Islands
OMI Holding Ltd.	Mauritius
TORM Crewing Service Ltd.	Bermuda
TORM Shipping India Private Limited	India
TORM Singapore Pte. Ltd.	Singapore
TORM USA LLC	United States
VesselCo 1 K/S	Denmark
VesselCo 3 K/S	Denmark
VesselCo 5 K/S	Denmark
VesselCo 6 Pte. Ltd.	Singapore
VesselCo 7 Pte. Ltd.	Singapore
VesselCo 8 Pte. Ltd.	Singapore
VesselCo 9 Pte. Ltd.	Singapore
VesselCo 10 Pte. Ltd.	Singapore
VesselCo 11 Pte. Ltd.	Singapore
VesselCo 12 Pte. Ltd.	Singapore
TORM SHIPPING (PHILS.), INC.	Philippines
VesselCo A ApS	Denmark
VesselCo C ApS	Denmark
VesselCo E ApS	Denmark

EX-15.3

Exhibit 15.3

Consent of Seward & Kissel LLP

We hereby consent to the reference to our firm under the heading "Item 1. Identity of Directors, Senior Management and Advisors – B. Advisors" in the Registration Statement on Form 20-F of TORM plc, without admitting that we come within the category of persons whose consent is required under, or that we are "experts" within the meaning of, the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission thereunder with respect to any part of the Registration Statement.

Very truly yours,

/s/ Seward & Kissel LLP

Seward & Kissel LLP

New York , New York

October 13, 2017

EX-15.4

Exhibit 15.4

Consent of Watson Farley & Williams LLP

We hereby consent to the reference to our firm under the heading "Item 1. Identity of Directors, Senior Management and Advisors – B. Advisors" in the Registration Statement on Form 20-F of TORM plc, without admitting that we come within the category of persons whose consent is required under, or that we are "experts" within the meaning of, the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission thereunder with respect to any part of the Registration Statement.

Very truly yours,

/s/ Watson Farley & Williams LLP             

Watson Farley & Williams LLP

London, United Kingdom

October 13, 2017