Amendment No. 1 to Hull S-700 Credit Agreement, dated as of September 7. 2016, by and between the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent and Initial Mandated Lead Arranger

THIS AMENDMENT NO. 1 (this Amendment) is dated 7 September 2016 and made BETWEEN:

WHEREAS:

NOW IT IS AGREED as follows:

Amended Agreement means the Existing Credit Agreement as amended in accordance with this Amendment.

Effective Date has the meaning set forth in Section 3.

Other than KfW in respect of its rights as the mandated CIRR provider on behalf of the government of the Federal Republic of Germany (represented by the Federal Ministry of Economic Affairs and Energy and the Federal Ministry of Finance) under the Loan Documents, unless expressly provided to the contrary in a Loan Document, no term of this Amendment is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Amendment.

In accordance with the Existing Credit Agreement, each of the Lenders and the Facility Agent designates this Amendment as a Loan Document.

In consideration of the mutual covenants in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that the definition of “US Dollar Equivalent” in Section 1.1 of the Existing Credit Agreement is, subject to the satisfaction of the conditions precedent set forth in Section 3 below, shall hereby be replaced on the Effective Date with the definition set out in Schedule 1 and the Existing Credit Agreement will be binding upon each of the parties hereto in accordance with its terms as so amended.

The Amended Agreement shall become effective in accordance with the terms of this Amendment on the date each of the following conditions has been satisfied to the reasonable satisfaction of the Facility Agent (the Effective Date):

The Facility Agent shall notify the Lenders and the Borrower of the Effective Date and such notice shall be conclusive and binding.

The representations and warranties in Article VI of the Amended Agreement (excluding Section 6.10 of the Amended Agreement) are deemed to be made by the Borrower (by reference to the facts and circumstances then existing) on the date of this Amendment, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Agreement.

The provisions of Section 11.2 (Notices), Section 11.6 (Severability; Independence of Obligations) and Subsections 11.14.2 (Jurisdiction), 11.14.3 (Alternative Jurisdiction) and 11.14.4 (Service of Process) of the Existing Credit Agreement shall be incorporated into this Amendment as if set out in full in this Amendment and as if references in those sections to “this Agreement” or “the Loan Documents” were references to this Amendment.

The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Facility Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other documents to be delivered hereunder (including the reasonable and documented fees and expenses of counsel for the Facility Agent with respect hereto and thereto as agreed with the Facility Agent) in accordance with the terms of Section 11.3 of the Existing Credit Agreement.

This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, each of which when so executed and delivered shall be an original but all counterparts shall together constitute one and the same instrument.

This Amendment, and all non-contractual obligations arising in connection with it, shall be governed by and construed in accordance with English law.

IN WITNESS WHEREOF, the parties to this Amendment have caused this Amendment to be duly executed and delivered as a deed as of the date first above written.

“US Dollar Equivalent” means

Such rate of exchange under (a) above (whether forward or spot) shall be evidenced by foreign exchange counterparty confirmations. The US Dollar Equivalent of the portion of the Maximum Loan Amount under (a) above shall be calculated by the Borrower in consultation with the Facility Agent no less than three (3) Business Days prior to the proposed Disbursement Date. Such rate of exchange under (b) above shall be evidenced by the production prior to the Disbursement Date of the invoice from the Borrower to the Builder in respect of the Buyer's Allowance, which invoice shall contain the USD/EUR exchange rate used for determining the EUR amount of the Buyer's Allowance. The US Dollar amount of the Hermes Fee shall be calculated by Hermes and notified by the Facility Agent in writing to the Borrower as soon as practicable after Hermes issues its invoice therefor.

    

    

KfW IPEX-BANK GmbH    )    

Name: Delphine Deroche    )    

Title: Director    )     /s/ Delphine Deroche

Name: Mortiz Hennig    )    

Title: Assistant Vice President    )     /s/ Mortiz Hennig

Bayerische Landesbank Munich    )    

Name: Herta Albert    )

Title: Vice President    )     /s/ Herta Albert

    

Name: Doris Pollner    )

Title: Vice President    )    /s/ Doris Pollner

BNP Paribas Fortis S.A./N.V.    )    

Name: Helmut Van Ginderen    )

Title: Head Business Management    )    /s/ Helmut Van Ginderen

Financing Solutions Brussels

Name: Xavier D’Harveng    )

Title: Head of Financing Solutions EMEA    )    /s/ Xavier D’Harveng

Corporate & Institutional Banking

Commerzbank AG, New York Branch          )    

Name: Pedro Bell                 )

Title:    Director                     )     /s/ Pedro Bell

Name: Waqas Chaudhry             )

Title:    Associate                 )     /s/ Waqas Chaudhry

DZ Bank AG

Name: Steffen Philipp                 )

Title:    Vice President                 )     /s/ Steffen Philipp

Name: Marie Luise Madej             )

Title:    Manager Export Finance         )     /s/ Marie Luise Madej

Banken AB (publ)                    )    

Name: Simon Wakefield                    )

Title:    Head of Acquisition Finance            )     /s/ Simon Wakefield

Name: Peder Garmefelt                    )

Title:    Head of Shipping Finance, London        )     /s/ Peder Garmefelt