Third Amendment Agreement to Facility Agreement

I.

Amendments to Facility Agreement.

1.

The definition of “Availability Period” appearing in Clause 1.1 of the Facility Agreement is hereby deleted and replaced with the following and all references to such term in the Facility Agreement shall be accordingly construed:

(a)

the earlier of:

(i)

the Delivery Date of the Ship to which that Vessel Loan relates; and

(ii)

30 September 2017, or

(b)

such later date as may be agreed by the Lenders and K-Sure with the Borrower.”

2.

The definition of “Termination Date” appearing in Clause 1.1 of the Facility Agreement is hereby deleted and replaced with the following and all references to such term in the Facility Agreement shall be accordingly construed:

(a)

in respect of the Commercial Tranche relating thereto, the date which is the earlier of (i) the date falling 60 Months from the Utilization Date of that Vessel Loan and (ii) 30 June 2022; and

(b)

in respect of each of the KEXIM Guaranteed Tranche, the KEXIM Funded Tranche and the K-Sure Tranche relating thereto, the date which is the date falling 144 Months from the Utilization Date of that Vessel Loan (subject to the Put Options).”

3.

Clause 26.1(b) of the Facility Agreement is hereby deleted and replaced with the following and all references to such clause in the Facility Agreement shall be accordingly construed:

4.

In consideration of the Lenders agreeing to the amendments set out in this Third Amendment Agreement, the Borrower and the other Obligors each hereby:

(a)

agrees to indemnify the Lenders of any costs, liabilities or expenses incurred by the Finance Parties (including without limitation, any Break Costs) and other break-funding costs associated or in connection with such amendments; and

(a)

undertakes to procure the execution by the relevant Owner Guarantor (on the date hereof) of an addendum in relation to each Mortgage (which is in existence at the date hereof) in connection with, inter alia, the amendments contained herein.

II.

Miscellaneous Provisions.

1.

In order to induce the Lenders to enter into this Third Amendment Agreement, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Third Amendment Effective Date (as defined herein) after giving effect to this Third Amendment Agreement and (ii) all of the representations and warranties contained in the Facility Agreement and the other Finance Documents are true and correct in all material respects on the Third Amendment Effective Date after giving effect to this Third Amendment Agreement, with the same effect as though such representation and warranties had been made on and as of the Third Amendment Effective Date (it being understood that any representation or warranty that by its terms is made as of a specific date shall be true and correct in all material respects as of such specific date).

2.

This Third Amendment Agreement is limited precisely as written and shall not be deemed to (i) be a waiver of or a consent to the modification of or deviation from any other term or condition of the Facility Agreement and the other Finance Documents or any of the other instruments or agreements referred to therein except as set forth herein or (ii) prejudice any right or rights which any of the Lenders or the Facility Agent now have or may have in the future under or in connection with the Facility Agreement, as amended hereby, the other Finance Documents or any of the other instruments or agreements referred to therein. The Facility Agent, the Security Agent and the Lenders expressly reserve all their rights and remedies except as expressly set forth in this Third Amendment Agreement.

3.

This Third Amendment Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Facility Agent.

4.

THIS THIRD AMENDMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

5.

This Third Amendment Agreement shall become effective as of the date (the “Third Amendment Effective Date”) that the Facility Agent provides a written confirmation (which may be in hardcopy, by email and/or facsimile) to the Borrower, the Guarantor and the Lenders that:

(a)

it has received from each of the parties to this letter, a copy of this Third Amendment Agreement duly signed by such parties (whether in a single document or in counterparts); and

(a)

the Borrower shall have paid to the Facility Agent all reasonable out-of-pocket costs and expenses incurred in connection with this Third Amendment Agreement and the other Finance Documents.

6.

From and after the Third Amendment Effective Date, all references in the Facility Agreement and each of the other Finance Documents to the Facility Agreement shall be deemed to be references to the Facility Agreement, as modified hereby. From and after the Third Amendment Effective Date, this Third Amendment Agreement shall for all purposes constitute a Finance Document.

7.

By executing this Third Amendment Agreement, the Obligors hereby confirm their agreement to the change to the Facility Agreement set out herein and affirm all its obligations and liabilities contained in the Finance Documents to which each is a party and confirm that all such Finance Documents continue in full force and effect notwithstanding the amendments set out in this Third Amendment Agreement.