Exhibit 10.26

Confidential

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION HAS BEEN MARKED AS “[REDACTED]”.

Contents

THIS AGREEMENT is dated 10 July 2026 and made between:

IT IS AGREED as follows:

Section 1 -  Interpretation

In this Agreement and (unless otherwise defined in the relevant Finance Document) the other Finance Documents:

Acceptable Bank means:

and which is approved by the Borrower.

Accession Deed means a document substantially in the form set out in ‎Schedule 7 (Form of Accession Deed).

Account means any bank account, deposit or certificate of deposit opened, made or established in accordance with clause ‎30 (Bank accounts).

Account Bank means, in relation to any Account, the bank or financial institution specified as such in ‎Schedule 1 (The original parties), any Lender, or another bank or financial institution approved by the Majority Lenders and EIFO at the request of the Borrower.

Account Holder(s) means, in relation to any Account, each Obligor in whose name that Account is held.

Account Security means, in relation to an Account, a deed or other instrument executed by the relevant Account Holder(s) in favour of the Security Agent or any other Finance Party in an agreed form conferring a Security Interest over that Account.

Accounting Reference Date means 31 December or such other date as may be approved by the Majority Lenders.

Active Facility means, at any relevant time, such part of the Total Commitments (whether drawn or undrawn) as is then available for borrowing under this Agreement at such time in accordance with clause ‎4 (Conditions of Utilisation) to the extent that such part of the Total Commitments is not cancelled or reduced under this Agreement.

Additional Guarantor means a legal entity which becomes or is to become a guarantor under this Agreement (on a joint and several basis with the Original Guarantors and any other Guarantor) in accordance with, and defined as such in, clause ‎36.5 (Additional Guarantors) and Additional Guarantors means any or all of them.

Advance means an advance under the Pre-Delivery Tranche or the Delivery Tranche, or (as the context may require) the outstanding principal amount of such advance, and Advances means any or all of them.

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.

Agent includes any person who may be appointed as such under the Finance Documents and includes any separate trustee or co-trustee appointed under clause ‎38.8 (Additional trustees).

Ancillary Commencement Date means, in relation to an Ancillary Facility, the date on which that Ancillary Facility is first made available, which date shall be a Business Day within the Ancillary Facility Availability Period.

Ancillary Commitment means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum amounts in euro (or the equivalent in euro of any other currency) which that Ancillary Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility in accordance with the terms of clause ‎6 (Ancillary Facilities), to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility.

Ancillary Document means each document relating to or evidencing the terms of an Ancillary Facility.

Ancillary Facility means any ancillary facility made available by an Ancillary Lender in accordance with clause ‎6 (Ancillary Facilities) and Ancillary Facilities means any or all of them.

Ancillary Facility Availability Period means, in relation to an Ancillary Facility, the period starting on the Utilisation Date under the Delivery Tranche and ending on the earlier of (a) the Final Repayment Date under this Agreement and (b) the date specified as such in the relevant Ancillary Facility.

Ancillary Lender means each Lender which makes available an Ancillary Facility in accordance with clause ‎6 (Ancillary Facilities) and Ancillary Lenders means any or all of them.

Ancillary Outstandings means, at any time, in relation to an Ancillary Lender and an Ancillary Facility then in force the aggregate of the equivalents (as calculated by that Ancillary Lender) in euro of the face amount of each guarantee, bond and letter of credit under that Ancillary Facility, as determined by such Ancillary Lender, acting reasonably in accordance with its normal banking practice and in accordance with the relevant Ancillary Document.

Annex VI means Annex VI of the Protocol of 1997 (as subsequently amended from time to time) to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto.

Anti-Corruption Laws means any laws, rules and regulations of any jurisdiction, concerning bribery or corruption, including (without limitation):

Anti-Money Laundering Laws means any laws, rules and regulations relating to money laundering or terrorist financing, including (without limitation), the anti-money laundering provisions and anti-terrorism financing included in sections 337 – 341 (combined with Section 15) and sections 135 and 136 (combined with Section 15) of the Norwegian Penal Code of 2005.

Approved Flag State means Denmark, Norway, the Republic of Cyprus, the Republic of the Marshall Islands, the Republic of Liberia, Japan, the United Kingdom or any other flag state approved by the Majority Lenders.

Approved Refund Guarantor means any bank or financial institution described as such in ‎Schedule 1 (The original parties).

Approved Shareholder means any legal entity (other than the Borrower, Guarantor A or Guarantor B) which:

Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

Auditors means EY Godkendt Revisionspartnerselskab or any other “Big Four” accounting firm appointed by Guarantor A or, as applicable, on and from the Share Exchange Completion, Guarantor C to act as its or their statutory auditors.

Authorisation means any authorisation, consent, concession, approval, resolution, licence, exemption, filing, notarisation or registration.

Available Commitment means a Lender’s Pre-Delivery Tranche Available Commitment and Delivery Tranche Available Commitment.

Backstop Date means the date identified as such in ‎Schedule 2 (Ship information) or such other later date approved by all the Lenders and EIFO resulting from any delay in the Scheduled Delivery Date as a result of permissible delays under the Building Contract.

Bail-In Action means the exercise of any Write-down and Conversion Powers.

Bail-In Legislation means:

Bareboat Charter means a bareboat charter for the Ship between the Borrower as owner and a Bareboat Charterer as charterer in the agreed form (and includes the Initial Bareboat Charter and a JV Bareboat Charter) and Bareboat Charters means any or all of them.

Bareboat Charterer means Guarantor A or any other Group Member which becomes a bareboat charterer under a Bareboat Charter of the Ship pursuant to the terms of clause ‎25.8 (Chartering).

Basel Accords means the Basel II Accord, the Basel III Accord and Reformed Basel III.

Basel Regulation means either a Basel II Regulation or a Basel III Regulation.

Basel II Accord means the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004 as updated prior to, and in the form existing on, the date of this Agreement, excluding any amendment thereto arising out of the Basel III Accord or Reformed Basel III.

Basel II Approach means, in relation to any Finance Party, either the Standardised Approach or the relevant Internal Ratings Based Approach (each as defined in the Basel II Regulations applicable to such Finance Party) adopted by that Finance Party (or any of its Affiliates) for the purposes of implementing or complying with the Basel Accords.

Basel II Regulation means:

Basel III Accord means, together:

Basel III Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with any Basel III Regulation (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates) and includes a CRR Increased Cost.

Basel III Regulation means any law or regulation implementing the Basel III Accord (including the relevant provisions of CRR) save to the extent that such law or regulation re-enacts a Basel II Regulation.

Borrower Transfer means the acquisition by Guarantor B of one hundred per cent. (100%) of the share capital of the Borrower (as further described in ‎Schedule 1 (The original parties)).

Break Costs means the amount (if any) by which:

exceeds:

Builder means, in relation to the Ship, the person specified as such in ‎Schedule 2 (Ship information).

Building Contract means, in relation to the Ship, the shipbuilding contract specified in ‎Schedule 2 (Ship information) originally between the Builder and Guarantor A relating to the construction of the Ship and shall include the Building Contract Novation Agreement in respect of the Ship.

Building Contract Documents means, in relation to the Ship, the Building Contract and any guarantee or security given by any person to the Borrower for the Builder's obligations under the Building Contract.

Building Contract Novation Agreement means, in relation to the Ship, the novation agreement between, among others, the Builder, Guarantor A and the Borrower, pursuant to which Guarantor A’s rights and obligations under the Building Contract for the Ship are novated to the Borrower, in the agreed form.

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Singapore, Beijing, Frankfurt am Main, London and Oslo, and (in relation to any date for payment or purchase of euro) any TARGET Day.

BW Group means BW Altor Pte. Ltd. of the Republic of Singapore and its Subsidiaries from time to time.

Change of Control occurs if, at any time and without the prior written approval of all the Lenders and EIFO:

Provided however that it shall not constitute a Change of Control under:

to an Approved Shareholder under paragraph (e) above; or

at the time of such transfer:

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 Transaction Security.

Charter means, in relation to the Ship, any charter commitment (other than a Bareboat Charter), which is entered into during the Facility Period between (a) either the Borrower or the Bareboat Charterer as disponent owner; and (b) any person (other than a Bareboat Charterer or any Group Member or any Affiliate of any of them) as charterer or counterparty of the Borrower or (as applicable) such Bareboat Charterer thereunder, and which is capable of lasting in excess of 12 months (without taking into account any options to extend or renew contained therein), and it includes an Initial Charter, and Charters means all of them.

Charter Documents means, in relation to the Ship and a Charter, that Charter, any documents supplementing it and any Charter Guarantee.

Charter Guarantee means, in relation to the Ship and a Charter, any guarantee or security given by any person for the relevant Charterer’s obligations under it.

Charter Guarantor means, in relation to the Ship and a Charter, the guarantor or counterparty of the Borrower or Bareboat Charterer under the Charter Guarantee for that Charter.

Charterer means, in relation to the Ship and a Charter, the charterer or counterparty of the Borrower or Bareboat Charterer under that Charter (and it includes the Initial Charterers).

Classification means, in relation to the Ship, an appropriate classification available to vessels of this type (being on the date of this Agreement the classification specified in respect of the Ship in ‎Schedule 2 (Ship information)) with the relevant Classification Society selected by the Borrower.

Classification Society means, in relation to the Ship, the classification society specified in respect of the Ship in ‎Schedule 2 (Ship information), Lloyd’s Register, American Bureau of Shipping or Bureau Veritas or another classification society (being a member of the International Association of Classification Societies (IACS) or, if such association no longer exists, any similar association approved by the Majority Lenders) as its Classification Society, at the request of the Borrower.

Code means the US Internal Revenue Code of 1986.

Commitment means, in relation to any Lender, the aggregate of that Lender’s Pre-Delivery Commercial Commitment and Delivery Commitment, to the extent not cancelled, reduced or assigned by it under this Agreement.

Compliance Certificate means a certificate substantially in the form set out in ‎Schedule 9 (Form of Compliance Certificate) or otherwise approved.

Confidential Information means all information relating to an Obligor, the Group, the Transaction Documents or the Tranches 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 Tranches from either:

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:

Confidentiality Undertaking means a confidentiality undertaking substantially in the form recommended by the Loan Market Association.

Confirmation shall have, in relation to any Hedging Transaction, the meaning given to that term in the relevant Hedging Master Agreement.

Constitutional Documents means, in respect of an Obligor, such Obligor's memorandum and articles of association, by-laws or other constitutional documents including as referred to in any certificate relating to an Obligor delivered pursuant to ‎Schedule 3 (Conditions precedent).

Contract Price means, in relation to the Ship, the purchase price payable under the Building Contract as such purchase price may be varied from time to time pursuant to the terms of the Building Contract (including by variation orders for equipment and/or by any liquidated damages unless such liquidated damages relate to delays in the delivery of the Ship).

Corrective Action Plan or CAP means a plan produced by the Borrower specifying the corrective actions (including the timing(s) and responsibility for such action(s)) being taken or proposed to be taken in order to remedy or mitigate all adverse consequences caused by an Environmental Incident, Social Incident, Environmental Claim, Social Claim, or IMO Code Claim, as may be amended or updated from time to time.

CRR means either CRR-EU or, as the context may require, CRR-UK.

CRR-EU means regulation 575/2013 of the European Union on prudential requirements for credit institutions and investment firms and regulation 2019/876 of the European Union amending Regulation (EU) No 575/2013 and all delegated and implementing regulations supplementing that Regulation.

CRR Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with the CRR (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

CRR-UK means CRR-EU as amended and transposed into the laws of the United Kingdom by the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 and as amended by the Capital Requirements (Amendment) (EU Exit) Regulations 2019.

Debt Purchase Transaction means, in relation to a person, a transaction where such person:

any Commitment or amount outstanding under any Advance under this Agreement.

Debt Service Reserve Account means any account with an Account Bank which is defined as such in any Account Security or which is designated as a "Debt Service Reserve Account" under clause ‎30 (Bank accounts).

Declassification Date means the date on which the Agent (acting on the instructions of the Majority Lenders) and EIFO exercise their right to declassify the Facility as a "green loan" in accordance with paragraph ‎(a) of clause ‎23.16 (Declassification Event).

Declassification Event means:

Declassification Request means a notice signed by the Borrower requesting that the Tranches are no longer to be classified as a “green loan” for the purposes of the “Green Loan Provisions”. Such notice shall:

Deed of Covenant means, in relation to the Ship in respect of which the Mortgage is in account current form and where it is customary to grant a deed of covenant, a first deed of covenant in respect of the Ship by the Borrower in favour of the Security Agent in the agreed form.

Default means an Event of Default or any event or circumstance specified in clause ‎33 (Events of Default) 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:

unless, in the case of paragraph ‎(a) above:

payment is made within three Business Days of its due date; or

Delegate means any delegate, agent, attorney, additional trustee or co-trustee appointed by the Security Agent.

Delivery means the delivery of the Ship by the Builder and acceptance of the Ship by the Borrower under the Building Contract.

Delivery Commercial Advance means an advance of the Delivery Commercial Commitments, being the Relevant Percentage of the Delivery Tranche, which is made or is to be made available under the Delivery Tranche, or (as the context may require) the outstanding principal amount of such advance.

Delivery Commercial Commitment means:

to the extent not cancelled, reduced or assigned by it under this Agreement.

Delivery Commercial Lender means:

which in each case has not ceased to be a Party as Delivery Commercial Lender in accordance with the terms of this Agreement, and Delivery Commercial Lenders means all of them.

Delivery Margin means one point one zero per cent. (1.10%) per annum.

Delivery Commitment means the aggregate of any Lender’s EIFO Guaranteed Commitment and Delivery Commercial Commitment.

Delivery Date means, in relation to the Ship, the date on which its Delivery occurs.

Delivery Lender means:

which in each case has not ceased to be a Party as Delivery Lender in accordance with the terms of this Agreement, and Delivery Lenders means all of them.

Delivery Tranche means the €247,000,000 term loan made available by the Lenders with Delivery Commitments under this Agreement, as described in paragraph (b) of clause ‎2.1 (The Facility), or (as the context may require) the outstanding principal amount of such loan (and it comprises the EIFO Guaranteed Advance and the Delivery Commercial Advance).

Delivery Tranche Available Commitment means a Lender's Delivery Commitment, minus the amount of its participation in the Delivery Tranche.

Deloitte Report means the Project Albion Draft Extract Strawman Report dated 27 April 2026.

Disposal Repayment Date means in relation to:

Disruption Event means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

Earnings means, in relation to the Ship and a person, all money at any time payable to that person for or in relation to the use or operation of the Ship including freight, hire and passage moneys, money payable to that person for the provision of services by or from the Ship or under any charter commitment, requisition for hire compensation, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach and payments for termination or variation of any charter commitment and contributions of any nature whatsoever in respect of general average (including all moneys payable to the Borrower and/or a Bareboat Charterer of the Ship under any Charter, Charter Guarantee or Bareboat Charter in respect of the Ship, respectively).

Earnings Account means any account with an Account Bank which is defined as such in any Account Security or which is designated as an "Earnings Account" under clause ‎30 (Bank accounts).

EBITDA has the meaning given to that term in clause ‎22.2 (Financial definitions).

EEA Member Country means any member state of the European Union, Iceland, Liechtenstein and Norway.

EIFO means the Export and Investment Fund of Denmark, a state-owned enterprise having its

registered office at Haifagade 3, 2150 Nordhavn, Denmark.

EIFO Fees means any of the fees payable under clause ‎13.6 (EIFO Fees).

EIFO Guarantee Policy means a guarantee policy dated on or about the date hereof issued by EIFO in favour of the EIFO Agent for and on behalf of the Delivery Lenders, setting out the terms and conditions of the buyer’s credit guarantee, issued or, as the context may require, to be issued by EIFO in favour of the Delivery Lenders, providing political and commercial risks’ cover and otherwise setting out the terms and conditions of its guarantee of an amount equal to eighty per cent. (80%) of the Delivery Tranche plus interest accruing thereon under the terms of this Agreement and certain other costs and expenses, subject to its terms and conditions and on such terms and conditions acceptable to all the Delivery Lenders.

EIFO Guaranteed Advance means an advance of the EIFO Guaranteed Commitments, being the Relevant Percentage of the Delivery Tranche, which is made or is to be made available under the Delivery Tranche, or (as the context may require) the outstanding principal amount of such advance.

EIFO Guaranteed Commitment means:

to the extent not cancelled, reduced or assigned by it under this Agreement.

EIFO Guaranteed Lender means:

which in each case has not ceased to be a Party as EIFO Guaranteed Lender in accordance with the terms of this Agreement, and EIFO Guaranteed Lenders means all of them.

EIFO Premium means the annual premium as it has been determined by EIFO in relation to the issuance of the EIFO Guarantee Policy, corresponding to:

calculated on the EIFO Guaranteed Advance in accordance with the terms of the EIFO Guarantee Policy.

Eligible Institution means any Lender or other bank, financial institution, trust, fund or other entity selected by the Borrower and which, in each case, is not a Group Member.

Employment Compliance Certificate means a certificate substantially in the form set out in Schedule 13 (Form of Employment Compliance Certificate).

Environmental Approval means any permit, license, consent, approval and other authorisations required under any Environmental Law.

Environmental Claim means any claim or proceeding by any person or company or any formal notice, whether in respect to any investigation by relevant public authorities or otherwise, which has been commenced against any Obligor or the Ship in respect of (a) any material breach of or material non-conformity with Environmental Law or (b) any material breach of or material non-conformity with or a revocation or suspension of an Environmental Approval.

Environmental Incident means any spill, release or discharge of Environmentally Sensitive Material which is capable of materially polluting the environment in circumstances where:

Environmental Law means any applicable law, regulation, convention or treaty, judgment, order or any other executive or legislative measure or act having the force of law in any jurisdiction in which any Obligor conducts business and which relates to the pollution or protection of, or the prevention of harm or damage to, the environment, including, without limitation, the manufacturing, generation, processing, distribution, use, treatment, storage, disposal, transport or handling 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.

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.

EU Ship Recycling Regulation means Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC (Text with EEA relevance).

EURIBOR means, in relation to an Advance or any part of it and any Unpaid Sum:

and if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero.

Event of Default means any event or circumstance specified as such in clause ‎33 (Events of Default).

External Reviewer means S&P Global or any replacement external reviewer being a member firm of Deloitte, Ernst & Young Global Limited, KPMG International Limited, PricewaterhouseCoopers International Limited or DNV or any other person approved by the Majority Lenders as may be appointed from time to time by Guarantor B, provided that any such replacement is:

Facility means the Pre-Delivery Tranche and the Delivery Tranche.

Facility Office means:

Facility Period means the period from and including the date of this Agreement to and including the date on which the Total Commitments have reduced to zero and all indebtedness of the Obligors under the Finance Documents has been irrevocably and unconditionally and discharged in full.

FATCA means:

FATCA Application Date means:

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 could be required to make a FATCA Deduction.

Fee Letters means any letters entered into between (a) any Finance Parties and/or EIFO and (b) any Obligors by reference to this Agreement in relation to any fees payable to any Finance Parties and Fee Letter means any one of them.

Final Repayment Date means, subject to clause ‎45.7 (Business Days) and in respect of the Delivery Tranche, the date which falls 144 months after the Delivery Date.

Finance Documents means this Agreement, any Accession Deed, any Ancillary Document, any Compliance Certificate, any Employment Compliance Certificate, any Green Loan Compliance Certificate, any Fee Letter, any Utilisation Request, any Quiet Enjoyment Agreement in relation to any Ship, the Security Documents, any Transfer Certificate, any Hedging Contracts, any Hedging Master Agreement and any other document designated as such by the Agent and the Borrower and shall, for the avoidance of doubt, exclude the EIFO Guarantee Policy.

Finance Party means the Agent, the Security Agent, any Arranger, the Bookrunner, the Green Loan Structuring Bank, the EIFO Agent, any Hedging Provider, a Lender or any Ancillary Lender.

Financial Indebtedness means any indebtedness for or in respect of:

Financial Year means the annual accounting period of the Group ending on or about the Accounting Reference Date in each year.

First Repayment Date means, subject to clause ‎7.5 (Consolidation of Repayment Dates) and clause ‎45.7 (Business Days) in respect of the Delivery Tranche, the date falling three Months after the Delivery Date.

Flag State means, in relation to the Ship (i) any Approved Flag State in which the Ship is or is to be registered on the Delivery Date, (ii) any other Approved Flag State in which the Ship is or is to be registered at the request of the Borrower, subject to the provisions of paragraph (b) of clause ‎25.2 (Ship’s name and registration) or (iii) such other state or territory as may be approved by the Majority Lenders and EIFO at the request of the Borrower (such approval or, where such state or territory is not approved by the Majority Lenders and EIFO, such rejection, not to be unreasonably delayed), subject to the provisions of paragraph (b) of clause ‎25.2 (Ship’s name and registration) as being the “Flag State” of the Ship for the purposes of the Finance Documents.

Fleet Vessel means the Mortgaged Ship and any other vessel owned, operated, managed or crewed by any Group Member.

Funding Rate means any individual rate notified by a Lender to the Agent pursuant to paragraph ‎(a)‎(ii) of clause ‎12.4 (Cost of funds).

General Assignment means in relation to the Ship and the Borrower and each Bareboat Charterer of the Ship, a first assignment of its interest in the Ship's Insurances, Earnings (including Earnings under any Charter and any Charter Guarantee for the Ship, if and to the extent it would not constitute a breach of the relevant Charter or Charter Guarantee (as applicable) for the Ship), Requisition Compensation and, in the case of the Borrower only, any Bareboat Charter for the Ship, one such assignment executed by the Borrower and each Bareboat Charterer of the Ship in favour of the Security Agent or any other Finance Party in the agreed form.

GHG Protocol means the Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard, Revised Edition 2015, published by the World Business Council for Sustainable Development and the World Resources Institute, as updated from time to time.

GLP means the Green Loan Principles together with the "Guidance on Green Loan Principles", jointly updated in March 2025 by the Loan Market Association (LMA), the Loan Syndications and Trading Association (LSTA) and the Asia Pacific Loan Market Association (APLMA) and the accompanying guidance in force as at the date of this Agreement.

Green Asset Criteria means, at any relevant time:

save that paragraphs (b) and (c) shall not apply for the purposes of a Pre-Utilisation Green Loan Compliance Certificate provided pursuant to clause ‎10.2(b) (Green Loan Margin Adjustment).

Green Assets means the Ship for as long as it qualifies as "green project categories" as defined in the Green Finance Framework.

Green Finance Framework means the green finance framework dated December 2023 and prepared by Guarantor A on sustainability reporting.

Green Finance Second Party Opinion means the green finance second party opinion dated 1 December 2023 and issued by the External Reviewer as the same may be updated or amended from time to time to confirm, inter alia, the alignment of the Green Finance Framework with the GLP.

Green Loan means the outstanding amount of the Tranches until a Declassification Event occurs and is continuing.

Green Loan Compliance Certificate means a certificate substantially in the form set out in Schedule 10 (Form of Green Loan Compliance Certificate) delivered pursuant to clause ‎21.16 (Green Loan Compliance Certificate and Green Loan Report) (and it also includes a Pre-Utilisation Green Loan Compliance Certificate).

Green Loan Compliance Certificate Inaccuracy has the meaning given to it in clause ‎21.17 (Green Loan Compliance Certificate Inaccuracy).

Green Loan Information means all information which has been:

solely in connection with, and to the extent it relates to, any Green Loan Compliance Certificate or any Green Loan Report,

Green Loan Provisions means each of paragraph ‎(g) of clause ‎20.8 (No misleading information), clause ‎21.16 (Green Loan Compliance Certificate and Green Loan Report) to clause ‎21.18 (Green Loan Information) (inclusive), clause ‎23.16 (Declassification Event) and clause ‎23.17 (Green Loan publicity).

Green Loan Report has the meaning given to that term in clause ‎21.16 (Green Loan Compliance Certificate and Green Loan Report).

Gross Contracted Revenues has the meaning given to that term in clause ‎22.2 (Financial definitions).

Group means:

and, in each case, its Subsidiaries for the time being and, for the purposes of clause ‎21.3 (Financial statements) and clause ‎22 (Financial covenants), any other entity required to be treated as a subsidiary in its consolidated accounts in accordance with IFRS and/or any applicable law.

Group Member means any Obligor and any other entity which is part of the Group.

Guarantee means the obligations of the Guarantors under clause ‎19 (Guarantee and indemnity).

Guarantor means each Original Guarantor or an Additional Guarantor which has become a guarantor under this Agreement pursuant to clause ‎36.5 (Additional Guarantors) and Guarantors means any or all of them.

Guarantor C means, as at the date of this Agreement, Cadeler Limited, a private limited company with registered number 16337636 having its registered office at Avocet Court, 8 Central Avenue, St Andrews Business Park, Norwich, NR7 0HR, United Kingdom, to be converted to a public limited company and renamed Cadeler PLC prior to the Share Exchange Completion.

Guarantor Affiliate means Guarantor A or, on and following the Share Exchange Completion, Guarantor C and each of its Affiliates, any trust of which the Guarantor A or Guarantor C (as applicable) or any of its Affiliates is a trustee, any partnership of which Guarantor A or Guarantor C (as applicable) or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, Guarantor A or Guarantor C (as applicable) or any of its Affiliates.

Guarantor B Acquisition means the acquisition by Guarantor C of 100% of the share capital of Guarantor B from Guarantor A, which will follow the Share Exchange Completion and the completion of the Squeeze Out.

Headcount Decrease means any decrease in Guarantor A’s total employee headcount in Denmark which would result in it falling below its total employee headcount in Denmark as at 30 May 2026 (being 240 employees) by more than twenty per cent. (20%).

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 and any contract in relation to such a Hedging Transaction constituted and/or evidenced by them and Hedging Contracts means together all or any of them.

Hedging Contract Security means a deed or other instrument by the Borrower in favour of the Security Agent in the agreed form conferring a Security Interest over any Hedging Contracts.

Hedging Exposure means, as at any relevant date and in relation to any Hedging Provider, the aggregate of the amount certified by that Hedging Provider to the Agent to be the net amount in euro;

Hedging Force Majeure means:

Hedging Master Agreement means each agreement made or (as the context may require) to be made between the Borrower and a Hedging Provider comprising an ISDA Master Agreement and the Schedule thereto in the agreed form and Hedging Master Agreements means together all or any of them.

Hedging Provider means:

and Hedging Providers means any or all of them.

Hedging Transaction has, in relation to any Hedging Master Agreement, the meaning given to the term "Transaction" in that Hedging Master Agreement and Hedging Transactions means any or all of them.

Holding Company means, in relation to a person, any other person in respect of which it is a Subsidiary.

HSBC Group means HSBC Holdings PLC together with its subsidiary undertakings from time to time.

IFRS means International Financial Reporting Standards (IFRS Standards) applicable from time to time.

IMO Code Claim means any formal notice of or claim from relevant authorities for a material breach of the ISM Code, the ISPS Code, the Polar Code, SOLAS, MARPOL or the STCW/STCW-F being made against any Obligor or otherwise in connection with the Ship or any actual or threatened withdrawal, suspension, cancellation or modification of the SMC, the ISSC or the DOC or any “major non-conformity”, as such term is defined in the ISM Code.

Impaired Agent means the Agent at any time when:

unless, in the case of paragraph (a) above:

payment is made within 3 Business Days of its due date; or

Increased Costs has the meaning given to that term in clause ‎15.1 (Increased costs).

Indemnified Person means:

Initial Bareboat Charter means, in relation to the Ship, the Bareboat Charter for the Ship the details of which are provided in ‎Schedule 2 (Ship information) under the Ship.

Initial Charter means each of the charter commitments, details of which are provided in ‎Schedule 2 (Ship information) under the Ship and Initial Charters means all of them.

Initial Charterer means, in relation to the Ship and each of its Initial Charters, the charterer under such Initial Charter, whose details are set out in ‎Schedule 2 (Ship information) under the Ship.

Initial Refund Guarantee means, in relation to the Ship, the initial refund guarantees details of which are specified in ‎Schedule 2 (Ship information) under the Ship, issued by the Initial Refund Guarantor in respect of the obligations of the Builder under the Building Contract.

Initial Refund Guarantor means, in relation to the Ship, the initial refund guarantor specified as such in ‎Schedule 2 (Ship information) under the Ship.

Insolvency Event in relation to an entity means that the entity:

Insurance Notice means, in relation to the Ship, a notice of assignment of Insurances in the form scheduled to any of the Ship's General Assignments or in another approved form.

Insurances means, in relation to the Ship:

in the name of the Borrower or the joint names of the Borrower and any other person in respect of or in connection with the Ship and includes all benefits thereof (including the right to receive claims and to return of premiums), but it excludes loss of hire or Earnings insurances.

Interbank Market means the European interbank market.

Interest Period means, in relation to an Advance, each period determined in accordance with clause ‎11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause ‎10.4 (Default interest).

Interpolated Screen Rate means, in relation to EURIBOR for an Interest Period with respect to any Advance or any part of it or any Unpaid Sum, 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:

each as of 11:00 a.m. (Brussels time) on the relevant Quotation Day.

Inventory of Hazardous Material means, in relation to the Ship, a statement of compliance issued by the relevant Classification Society and which includes a list of any and all materials known to be potentially hazardous utilised in the construction of the Ship and which also may be referred to as a List of Hazardous Material.

JV Bareboat Charter means, in relation to the Ship, a bareboat charter for the Ship entered into pursuant to the terms of, and defined as such in, clause ‎25.8(c) (Chartering).

Last Availability Date means:

or, in each such case, such later date as may be approved by all the Lenders and, in the case of the Delivery Tranche, EIFO.

Legal Opinion means any legal opinion delivered to the Agent and the Security Agent under clause ‎4 (Conditions of Utilisation).

Legal Reservations means:

Lender means:

which in each case has not ceased to be a Party as Lender in accordance with the terms of this Agreement, and Lenders means all of them.

Loss Payable Clauses means the provisions concerning payment of claims under the Insurances in the form scheduled to any of the Ship's General Assignments or in another approved form.

Losses means any costs, expenses (including, but not limited to, legal fees), payments, charges, losses, demands, liabilities, taxes (including VAT), claims, actions, proceedings, penalties, fines, damages, judgments, orders or other sanctions.

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 the amount specified as such in ‎Schedule 2 (Ship information) for the Ship or the equivalent in any other currency.

Majority Lenders means a Lender or Lenders whose Commitments aggregate more than 66 2/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 2/3% of the Total Commitments immediately prior to the reduction).

Management Agreement means the agreement between the Borrower or Bareboat Charterer (as applicable) of the Ship and a Manager relating to the appointment of that Manager in respect of the Ship.

Manager means, in relation to the Ship, the Bareboat Charterer of the Ship (including where a separate Management Agreement has been entered into between the Borrower and the relevant Bareboat Charterer) from time to time as technical manager and commercial manager of the Ship, or another manager appointed by the Borrower or Bareboat Charterer (as applicable) of the Ship as the technical and/or commercial manager of the Ship in accordance with clause ‎25.4 (Manager).

Manager's Undertaking means an undertaking by any manager of the Ship (other than where such manager is also the Bareboat Charterer of the Ship and a Guarantor) to the Security Agent in the agreed form, including pursuant to clause ‎25.4 (Manager).

Mandatory Declassification Event means a Declassification Event under paragraphs ‎(b) and/or ‎(c) of the definition of Declassification Event.

Margin means:

Material Adverse Effect means a material adverse effect on:

Measurement Period has the meaning given to that term in clause ‎22.2 (Financial definitions).

Minimum Bareboat Charter Hire means, in relation to the Ship, the Borrower, and a Bareboat Charter relevant to it, an amount which, for the entire tenor of that Bareboat Charter is, in the reasonable opinion of all the Lenders, sufficient:

in each case, as any such amounts may fall due during the entire tenor of that Bareboat Charter or are otherwise connected with that Bareboat Charter and provided that the charter hire under a Bareboat Charter shall not at any time exceed the maximum amount permitted by transfer pricing regulations applicable to the relevant Bareboat Charterer and/or the Borrower.

Minimum Value means, at any time, the amount in euro which is at that time 140 per cent. of the amount which is the sum of:

minus

minus

minus

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The above rules will only apply to the last Month of any period.

Mortgage means a first priority or (as the case may be) first preferred mortgage of the Ship in the agreed form by the Borrower in favour of the Security Agent or any other Finance Party.

Mortgage Period means the period from the date the Mortgage is executed and registered until the date the Mortgage is released and discharged or, if earlier, the Total Loss Repayment Date.

Mortgaged Ship means, at any relevant time, the Ship which has been delivered to the Borrower under the Building Contract and 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 that term in clause ‎35 (Changes to the Lenders).

Notifiable Debt Purchase Transaction has the meaning given to that term in clause ‎36.3 (Disenfranchisement of Debt Purchase Transactions entered into by Guarantor Affiliates).

Obligors means the Borrower, the Guarantors and any Manager (with the exception of any Manager who is not a Group Member), and Obligor means any one of them.

Obligors' Agent means Guarantor B.

Original Delivery Commercial Lenders means the banks and financial institutions with Delivery Commercial Commitments in ‎Schedule 1 (The original parties).

Original EIFO Guaranteed Lenders means the banks and financial institutions with EIFO Guaranteed Commitments in ‎Schedule 1 (The original parties).

Original Financial Statements means the audited consolidated financial statements of Guarantor A for its Financial Year ended 31 December 2025 and unaudited consolidated financial statements of Guarantor A for the financial quarter ended 31 March 2026.

Original Jurisdiction means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement or, in the case of an Additional Guarantor, as at the date on which that Additional Guarantor becomes Party.

Original Obligors means the Borrower and the Original Guarantors and Original Obligor means any of them.

Original Schedule of Repayment Amounts means ‎Schedule 6 (Original Schedule of Repayment Amounts) to this Agreement.

Original Security Documents means:

Participating Member State means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

Party means a party to this Agreement.

Penultimate Instalment means the last pre-delivery instalment of the Contract Price for the Ship falling due before the final instalment for the Ship falls due under the Ship’s Delivery, and after all other pre-delivery instalments of the Contract Price for the Ship have fallen due, in each case pursuant to the provisions of the Building Contract.

Penultimate Instalment Backstop Date means, in relation to the Ship, the date identified as such in ‎Schedule 2 (Ship information).

Permitted Distribution means a dividend or other distribution (in cash or in kind) made by Guarantor A or Guarantor C (as applicable) in respect of a prior Financial Year provided that Guarantor A or Guarantor C (as applicable) confirms to the Finance Parties by submitting a written certificate signed by its Chief Financial Officer or its Chief Executive Officer, that:

Permitted Maritime Liens means, in relation to the Mortgaged Ship:

Permitted Reorganisation means the reorganisation of Guarantor A and its Subsidiaries as described in more detail in the Deloitte Report, upon the completion of which each of the following shall have occurred:

Permitted Security Interests means, in relation to the Mortgaged Ship, any Security Interest over it which is:

Poseidon Principles means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published on 18 June 2019 as the same may be amended or replaced to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organization from time to time.

Post-Delivery Commitment means the amount specified as such in respect of the Ship in ‎Schedule 2 (Ship information), as cancelled or reduced pursuant to any provision of this Agreement.

Pre-Delivery Commitment means the amount specified as such in respect of the Ship in ‎Schedule 2 (Ship information), as cancelled or reduced pursuant to any provision of this Agreement.

Pre-Delivery Commercial Commitment means:

to the extent not cancelled, reduced or assigned by it under this Agreement.

Pre-Delivery Lender means:

which in each case has not ceased to be a Party as Pre-Delivery Lender in accordance with the terms of this Agreement, and Pre-Delivery Lenders means all of them.

Pre-Delivery Margin means two point zero zero per cent. (2.00%) per annum.

Pre-Delivery Security Assignment means, in relation to the Ship, an English law governed assignment of the Building Contract and the Refund Guarantees by the Borrower in favour of the Security Agent for the benefit of the Finance Parties in the agreed form and also includes any further deed of assignment in relation to any reinstated, reconfirmed or replacement refund guarantee as referred to in paragraph ‎(a)‎(v) of clause ‎8.9 (Mandatory Pre-Delivery cancellation) in relation to the Ship.

Pre-Delivery Tranche means the €59,800,000 term loan made available by the Lenders with Pre-Delivery Commercial Commitments under this Agreement, as described in paragraph (a) of clause ‎2.1 (The Facility), or (as the context may require) the outstanding principal amount of such loan.

Pre-Delivery Tranche Available Commitment means a Lender's Pre-Delivery Commercial Commitment, minus the amount of its participation in the Pre-Delivery Tranche.

Pre-Utilisation Green Loan Compliance Certificate means a Green Loan Compliance Certificate to be provided pursuant to paragraph ‎(b) of clause ‎10.2 (Green Loan Margin Adjustment) in such form similar to that of Schedule 10 (Form of Green Loan Compliance Certificate) (but adjusted to take into account only those of the Green Asset Criteria applicable to the Pre-Utilisation Green Loan Compliance Certificate) as is acceptable to the Agent (acting reasonably).

Quasi-Security has the meaning given to that term in clause ‎31.2 (General negative pledge).

Quiet Enjoyment Agreement means a letter by the Security Agent addressed to, and acknowledged by, a charterer of the Ship (other than a Bareboat Charterer) in the agreed form.

Quotation Day means, in relation to any period for which an interest rate is to be determined, two TARGET Days before the first day of that period unless market practice in the Interbank Market differs, in which case the Quotation Day shall be determined by the Agent in accordance with market practice in the Interbank Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

Receiver means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property appointed under any Security Document.

Reference Bank Quotation means any quotation supplied to the Agent by a Reference Bank under any Finance Document.

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:

Reference Banks means, in relation to EURIBOR, such entities as may be appointed by the Agent in consultation with the Borrower.

Reformed Basel III means the agreements contained in “Basel III: Finalising post-crisis reforms” published by the Basel Committee on Banking Supervision in December 2017, as amended, supplemented or restated.

Refund Guarantee means, in relation to the Ship, the Initial Refund Guarantee and shall include any further refund guarantees in the agreed form issued by any Refund Guarantor in respect of the obligations of the Builder under the Building Contract upon payment of future instalments of the Contract Price for the Ship.

Refund Guarantor means the Initial Refund Guarantor and any Approved Refund Guarantor who may issue a Refund Guarantee.

Registry means such registrar, commissioner or representative of the relevant Flag State who is duly authorised and empowered to register the Ship, the Borrower’s title to the Ship and the Mortgage, and (if applicable) the Deed of Covenant under the laws of its Flag State.

Related Fund in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

Relevant Jurisdiction means, in relation to an Obligor:

Relevant Percentage means, in relation to the Delivery Tranche:

Repayment Date means, subject to clause ‎45.7 (Business Days):

Repeating Representations means each of the representations set out in clauses ‎20.2 (Status) to ‎20.7 (Governing law and enforcement), 20.8(b) and 20.8(e) (No misleading information), 20.9(a) to 20.9(c) (Original Financial Statements), 20.10 (Pari passu ranking), 20.11 (Ranking and effectiveness of security), ‎20.22 (Anti-corruption laws and anti-money laundering laws) and ‎20.23 (Security and Financial Indebtedness).

Replacement Schedule of Repayment Amounts means any replacement Schedule of Repayment Amounts calculated by the Agent in accordance with clause ‎7 (Repayment).

Requisition Compensation means any compensation paid or payable by a government entity for the requisition for title, confiscation or compulsory acquisition of the Ship.

Resolution Authority means any body which has authority to exercise any Write-down and Conversion Powers.

Restricted Party means a person that is:

Sanctioned Country means a country or territory whose government is the target of, or that is subject to, comprehensive, country-wide or territory-wide Sanctions (including, as at the date of this Agreement, Sudan, Cuba, Syria, Iran, North Korea and Crimea as well as the Donetsk, Luhansk, Zaporizhzhia and Kherson regions of Ukraine).

Sanctions means any applicable (to any Obligor, Group Member, each of their directors, officers and employees and/or Finance Party as the context provides) laws, regulations or orders concerning any trade, economic or financial sanctions or embargoes or other restrictive measures enacted or enforced by a Sanctions Authority.

Sanctions Advisory means the sanctions advisory for the Maritime Industry, Energy and Metals Sectors, and Related Communities issued May 14, 2020 by the US Department of the Treasury, Department of State and Coast Guard, as may be amended or supplemented, and any similar future advisory.

Sanctions Authority means the Norwegian State, the United Nations, the European Union, each of the present or future Member States of the European Union, the United Kingdom, the United States of America, the Monetary Authority of Singapore and the Hong Kong Monetary Authority, and the respective governmental institutions and agencies of the foregoing, including, but not limited to, His Majesty’s Treasury (HMT), the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State, and any of their respective legislative, executive, enforcement and/or regulatory authorities or bodies acting in connection with Sanctions and any governmental authority with jurisdiction over an Obligor.

Sanctions List means:

in all cases, as amended, supplemented or replaced from time to time.

Scheduled Delivery Date means, in respect of the Ship, the date referred to in ‎Schedule 2 (Ship information), being the estimated date for Delivery of the Ship under the Building Contract as at the date of this Agreement.

Schedule of Repayment Amounts means the Original Schedule of Repayment Amounts or, as the case may be, a Replacement Schedule of Repayment Amounts.

Scorpio Group means Scorpio Holdings Limited of the Republic of the Marshall Islands and its Subsidiaries from time to time.

Screen Rate means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 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 and the Lenders.

Secured Obligations means all indebtedness and obligations at any time of any Obligor to any Finance Party (whether for its own account or as agent or trustee for itself and/or other Finance Parties) under, or related to, the Finance Documents and the Ancillary Documents.

Security Agent includes any person as may be appointed as such under the Finance Documents and includes any separate trustee or co-trustee appointment under clause ‎38.8 (Additional trustees).

Security Documents means:

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 Property means:

Security Value means, at any time, the amount in euro which, at that time, is the aggregate of:

in each case as most recently determined in accordance with this Agreement (but excluding the value of any additional security then held by the Security Agent or any other Finance Party provided pursuant to clause ‎28.13 (Security shortfall) in the form of cash deposits in euro).

Selection Notice means a notice substantially in the form set out in ‎Schedule 5 (Selection Notice) given in accordance with clause ‎11 (Interest Periods).

SFO means the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Share Exchange Completion means the date on which the completion of the transfer of at least ninety per cent. (90%) of the issued and outstanding share capital and/or the issued and outstanding voting share capital in Guarantor A in favour of Guarantor C occurs in acceptance of the Share Exchange Offer.

Share Exchange Offer means the offer by Guarantor C to acquire one hundred per cent. (100%) of the shares in Guarantor A in exchange for the issue of the same number of new shares in Guarantor C.

Share Security means, in relation to the Borrower, the document constituting a first Security Interest by the person(s) described as its shareholder(s) in ‎Schedule 1 (The original parties) in favour of the Security Agent or any other Finance Party in the agreed form in respect of all of the shares in the Borrower.

Ship means the ship described as such in ‎Schedule 2 (Ship information).

Ship Representations means each of the representations and warranties set out in clauses ‎20.35 (Ship status) and ‎20.36 (Ship's employment).

Social Claim means any claim or proceeding by any person or company or any formal notice, whether in respect to any investigation by relevant public authorities having been commenced against any Obligor or the Ship, in respect of (a) any material breach of or material non-conformity with any Social Law or (b) any material breach of or material non-conformity with or revocation or suspension of a social approval.

Social Incident means:

Social Law means any applicable law, regulation, convention or treaty or any other executive or legislative measure or act having the force of law in any jurisdiction where any Obligor conducts business and which relates to human health and safety, labour (and/or the conditions of the workplace) or human rights issues.

Squeeze Out means the squeeze out procedure whereby the non-consenting shareholders to the Share Exchange Offer (limited to 10% (or less) of shareholders) will receive cash consideration for their shares.

Statement of Compliance means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

Subordination Deed means, in respect of any Financial Indebtedness owing from the Borrower to any other Group Member, a subordination deed in an agreed form between (inter alios) the Security Agent and the lender and borrower of the relevant Financial Indebtedness providing (inter alia) that:

Subsidiary of a person means any other person:

and a person is a "wholly-owned Subsidiary" of another person if it has no members except that other person and that other person's wholly-owned Subsidiaries or persons acting on behalf of that other person or its wholly-owned Subsidiaries.

Swire Pacific means Swire Pacific Limited of 33/F, One Pacific Place, 88 Queensway, the HKSAR, the People’s Republic of China and its Subsidiaries from time to time.

T2 means the real time gross settlement system operated by the Eurosystem, or any successor system.

TARGET Day means any day on which T2 is open for the settlement of payments in euro.

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) and Taxation shall be construed accordingly.

Testing Date has the meaning given to that term in clause ‎22.2 (Financial definitions).

Total Commitments means the aggregate of the Total Pre-Delivery Commercial Commitments and the Total Delivery Commitments, being €306,800,000 at the date of this Agreement.

Total Delivery Commercial Commitments means the aggregate of the Delivery Commercial Commitments, being €49,400,000 at the date of this Agreement.

Total EIFO Guaranteed Commitments means the aggregate of the EIFO Guaranteed Commitments, being €197,600,000 at the date of this Agreement.

Total Loss means, in relation to a vessel, its:

Total Loss Date means, in relation to the Total Loss of a vessel:

Total Loss Repayment Date means, where the Ship has become a Total Loss after its Delivery, the earlier of:

Total Delivery Commitments means the aggregate of the Total EIFO Guaranteed Commitments and the Total Delivery Commercial Commitments, being €247,000,000 at the date of this Agreement.

Total Pre-Delivery Commercial Commitments means the aggregate of the Pre-Delivery Commercial Commitments, being €59,800,000 at the date of this Agreement.

Tranches means, together:

and Tranche means any of them.

Transaction Document means:

Transaction Security means the Security Interests created or evidenced or expressed to be created or evidenced under or pursuant to the Security Documents.

Transfer Certificate means a certificate substantially in the form set out in ‎Schedule 8 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.

Transfer Date means, in relation to an assignment pursuant to a Transfer Certificate, the later of:

Transfer of Guarantor A means the contribution by Guarantor C of the shares in Guarantor A to Guarantor B against the issuance of new shares in Guarantor B to Guarantor C which will follow the Share Exchange Completion and the completion of the Squeeze Out and the Guarantor B Acquisition.

Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

Trust Property means, collectively:

UK Bail-In Legislation means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents.

US means the United States of America.

Utilisation means the making of a Tranche.

Utilisation Date means the date on which a Utilisation is to be made.

Utilisation Request means a notice substantially in the form set out in ‎Schedule 4 (Utilisation Request).

VAT means:

Voluntary Declassification Event means a Declassification Event under paragraph ‎(a) of the definition of Declassification Event.

Write-down and Conversion Powers means:

and controlled shall be construed accordingly;

and the amount by which Ancillary Outstandings are, repaid or prepaid under paragraphs ‎(i) and ‎(ii) above is the amount of the relevant cash cover, reduction or cancellation.

Where any other Finance Document provides that this clause ‎1.5 shall apply to that Finance Document, any other provision of this Agreement which, by its terms, purports to apply to all or any of the Finance Documents and/or any Obligor shall apply to that Finance Document as if set out in it but with all necessary changes.

Each Obligor acknowledges that its obligations under the Finance Documents:

(each a Restricted Lender), clause ‎20.34 (Sanctions), clause ‎23.13 (Sanctions), paragraphs ‎(b), ‎(c) or ‎(d) of clause ‎26.16 (Lawful use), clause ‎33.3(c) (Financial covenants; Sanctions) (together, the Sanctions Provisions) shall only apply for the benefit of that Restricted Lender to the extent that the Sanction Provisions would not result in any violation of, conflict with or liability under:

in each case protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom (together, the Anti-Boycott Regulations). For the avoidance of doubt, Sanctions imposed by the Security Council of the United Nations, the European Union and/or any of its member states shall be deemed not to result in any violation of the Anti-Boycott Regulations.

Section 2 -  The Facility

Subject to the terms of this Agreement, the relevant Lenders make available 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.

The Borrower shall apply all amounts borrowed under the Tranches in accordance with this clause ‎3.

The Pre-Delivery Tranche shall be made available to the Borrower solely for the purpose of assisting the Borrower to:

The Delivery Tranche shall be made available to the Borrower solely for the purpose of assisting the Borrower:

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

The Borrower (or the Obligors’ Agent on its behalf) may not deliver a Utilisation Request unless 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) in form and substance satisfactory to the Agent (acting on the instructions of all Lenders).

The Pre-Delivery Tranche may only be borrowed under this Agreement if the Agent, or its duly authorised representative, has received all of the documents and evidence listed in Part 2 of ‎Schedule 3 (Conditions precedent) in form and substance satisfactory to the Agent (acting on the instructions of all Lenders).

The Delivery Tranche in respect of the Ship may only be borrowed under this Agreement if, on or before the Utilisation of the Delivery Tranche, the Agent, or its duly authorised representative, has received all of the documents and evidence listed in ‎Part 3 of ‎Schedule 3 (Conditions precedent) in form and substance satisfactory to the Agent (acting on the instructions of all Lenders).

The Lenders will only be obliged to comply with clause ‎5.4 (Lenders' participation) if:

The Borrower shall, as soon as practicable and in any event within the time period stated in Part 4 of ‎Schedule 3 (Conditions precedent), deliver to the Agent all of the documents and evidence listed in Part 4 of ‎Schedule 3 (Conditions precedent), in form and substance satisfactory to the Agent (acting on the instructions of the Majority Lenders).

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 and EIFO.

The Agent shall deliver to the EIFO Agent and the EIFO Agent shall deliver to EIFO (with a copy to the Lenders):

The Agent shall notify the Lenders, EIFO and the Borrower promptly after receipt by it of the documents and evidence referred to in this clause 4 in form and substance satisfactory to the Majority Lenders. Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives any such notification, 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.

Without prejudice to the other terms of this Agreement, the Agent shall not be responsible for examining the documents:

Section 3 -  Utilisation

The Borrower (or the Obligors’ Agent on its behalf) may utilise a Tranche by delivery to the Agent of a duly completed Utilisation Request not later than 10:00 a.m. (Singapore time) five Business Days before the proposed Utilisation Date (or such later date before the proposed Utilisation Date as may be approved by all the Lenders).

the Lenders shall, subject to the other terms and conditions of this clause ‎5.5 and the other provisions of this Agreement, make the Delivery Tranche available on the date specified in the relevant Utilisation Request, being a date not earlier than three Business Days prior to the expected Delivery Date, to facilitate the deposit of the final instalment of the Contract Price, with a bank required by the Builder and at all times acceptable to all the Lenders and EIFO (acting reasonably) (a Builder’s Bank).

with effect from the date agreed by the Borrower and the Ancillary Lender.

The Borrower shall procure the Ancillary Outstandings under any Ancillary Facility shall not exceed the Ancillary Commitment applicable to that Ancillary Facility.

The Borrower and each Ancillary Lender shall, promptly upon request by the Agent, supply the Agent with any information relating to the operation of an Ancillary Facility (including the relevant Ancillary Outstandings) as the Agent may reasonably request from time to time. The Borrower consents to all such information being released to the Agent, the other Finance Parties and EIFO.

No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this clause ‎6). In such a case, clause ‎51 (Amendments and Waivers) will apply.

Section 4 -  Repayment, Prepayment and Cancellation

If the Post-Delivery Commitment has been partially reduced under this Agreement and/or any part of the Delivery Tranche is prepaid (other than under clause ‎7.3 (Scheduled repayment of Delivery Tranche)) before any Repayment Date in respect of the Delivery Tranche, then the amount of the instalment by which the Delivery Tranche (and each relevant Advance) shall be repaid under clause ‎7.3 (Scheduled repayment of Delivery Tranche) on any such Repayment Date for the Delivery Tranche (as reduced by any earlier operation of this clause ‎7.4) shall be reduced pro rata to such reduction in the Post-Delivery Commitment and/or prepayment of the Delivery Tranche.

If requested by the Borrower (or the Obligors’ Agent on its behalf) in writing within 3 Business Days after the Utilisation of the Delivery Tranche and to the extent that the First Repayment Date for the Delivery Tranche does not fall on the last Business Day of a calendar month, the First Repayment Date in respect of the Delivery Tranche will be brought forward to fall on the last Business Day of the calendar month preceding the calendar month in which the First Repayment Date for the Delivery Tranche was originally meant to fall but for the provisions of this paragraph (a), provided that there shall be no change to the number of Repayment Dates for the Delivery Tranche, no Repayment Date shall be extended, and there shall be no change to the Final Repayment Date of the Delivery Tranche.

then the Finance Parties agree to release the Pre-Delivery Security Assignment pursuant to a deed of release in such form acceptable to the Majority Lenders, after such repayment and at the cost and expense of the Borrower, provided that no Event of Default exists at the time of or would result from such release and that, immediately after such release, the Security Value shall continue to be equal to or higher than the Minimum Value. For the avoidance of doubt, such deed of release shall provide for the Agent to deliver to the Borrower any release documentation as may reasonably be required to be delivered to any Refund Guarantor in connection with the release of any Refund Guarantee or the Pre-Delivery Security Assignment.

If, in any applicable jurisdiction, it becomes unlawful or contrary to Sanctions for a Lender to perform any of its obligations as contemplated by this Agreement or any of the other Finance Documents, or for any Lender to fund or maintain its participation in any Advance or it becomes unlawful or contrary to Sanctions for any Affiliate of a Lender for that Lender to do so:

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 of that Lender and its intention to procure the repayment of that Lender's participation in the Tranches.

the Borrower may, on 10 Business Days' prior notice to the Agent and that Lender, replace such Lender by requiring such Lender to assign (and, to the extent permitted by law, such Lender shall assign) pursuant to clause ‎35 (Changes to the Lenders) all (and not part only) of its rights under this Agreement (and any Security Document to which such Lender is a party in its capacity as a Lender) to an Eligible Institution (a Replacement Lender) which confirms its willingness to assume and does assume all the obligations of the assigning Lender in accordance with clause ‎35 (Changes to the Lenders) for a purchase price in cash payable at the time of the assignment in an amount equal to the aggregate of:

then any Lender who does not and continues not to consent or agree to such waiver or amendment shall, after being provided reasonably sufficient time to consider and process the consent, waiver or amendment in question (and in any event, not less than 10 Business Days from the date on which paragraph ‎(iii) above has been complied with) be deemed a Non-Consenting Lender.

and, in any such case under this paragraph (v), the Borrower fails to ensure immediately (and in any event within ten Business Days of the relevant event or circumstance having occurred) that:

then the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower with effect from the date ten Business Days after the giving of such notice (or such later date as may be approved in advance by the Majority Lenders) cancel the Pre-Delivery Commitment and the Post-Delivery Commitment (whereupon the Total Commitments and the Active Facility shall be reduced to zero).

If at any time during the Facility Period:

(each an EIFO Mandatory Prepayment Event) then as of the time such EIFO Mandatory Prepayment Event occurs:

and further subject to the Borrower repaying all other amounts owing pursuant to the Finance Documents, including the prepayment and/or settlement of such amounts under any Ancillary Document and Hedging Contract and the closing out of such Hedging Transactions by the Obligors as required by any Hedging Provider pursuant to the terms of any Hedging Contract and clause ‎32.3 (Unwinding of Hedging Contracts) (as evidenced to the Agent in a manner satisfactory to it by written confirmation of the relevant Ancillary Lenders and Hedging Providers (as applicable)) then the Finance Parties agree to release the Mortgage and the other security over or in respect of the Mortgaged Ship pursuant to a deed of release in such form acceptable to the Majority Lenders, after such prepayment and at the cost and expense of the Borrower, provided that no Event of Default exists at the time of or would result from such release and that, immediately after such release, the Security Value shall continue to be equal to or higher than the Minimum Value.

If a Corrective Action Plan is requested pursuant to clause ‎23.12 (Environmental and social matters), and:

the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower, with effect from a date specified in that notice which is at least thirty (30) days after the giving of the notice, cancel the Total Commitments and declare the Facility, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents, immediately due and payable on such date, whereupon with effect from such date each of the Total Commitments will be immediately cancelled, the Facility shall immediately cease to be available for further utilisation and the Facility and all such accrued interest and other amounts shall become immediately due and payable on such date.

Any notice of cancellation or prepayment given by any Party under clause ‎8 (Illegality, prepayment and cancellation) 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. If any such cancellation or prepayment relates to the Pre-Delivery Commitment or the Post-Delivery Commitment, any such notice shall specify the same.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

The Borrower may not re-borrow any part of the Tranches which are prepaid or repaid (except as otherwise permitted by clause ‎5.5(h) (Pre-placement of Advances)).

The Borrower shall not repay or prepay all or any part of any Tranche or cancel all or any part of the Commitments 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 clause ‎8 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

If all or part of any Lender's participation in a Tranche is repaid or prepaid, an amount of that Lender's Commitment under the relevant Tranche equal to the amount of the participation which is repaid or prepaid will be deemed to be cancelled on the date of repayment or prepayment.

Any prepayment under this Agreement shall be made together with payment to any Hedging Provider of any amount falling due to the relevant Hedging Provider under a Hedging Contract as a result of the termination or close out of that Hedging Contract or any Hedging Transaction, in full or in part, under it in accordance with clause ‎32.3 (Unwinding of Hedging Contracts) in relation to that prepayment.

Upon cancellation and prepayment in full of an individual Lender's Commitment under clause ‎8.1 (Illegality) or clause ‎8.5 (Right of cancellation and prepayment in relation to a single Lender):

Section 5 -  Costs of Utilisation

The rate of interest on each Advance (or any relevant part of it for which there is a separate Interest Period) for each Interest Period for each Advance is the percentage rate per annum which is the aggregate of: