EX-10.1

Exhibit 10.1

LOAN AGREEMENT

dated as of September 2, 2026

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by and among

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DORIAN LPG FINANCE LLC

as Borrower,

DORIAN LPG LTD. and THE COMPANIES listed in Part C of Schedule 1

as joint and several Guarantors,

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Part D **of Schedule **1

as Lenders,

THE BANKS AND FINANCIAL INSTITUTIONS
**listed in Part **E **of Schedule **1

as Swap Banks,

and

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NORDEA BANK ABP, NEW YORK BRANCH,

as Agent and as Security Trustee

*****

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Crédit Agricole Corporate AND Investment Bank,

as Sustainability Coordinator,

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Nordea Bank Abp, New York Branch, Skandinaviska Enskilda Banken AB (publ), Crédit Agricole Corporate AND Investment Bank, BNP Paribas, Danish Ship Finance A/S, DNB Carnegie, Inc., ING Capital LLC **and **Oversea-Chinese BankING Corporation LIMITED,

as Mandated Lead Arrangers and Bookrunners

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NORDEA BANK ABP, NEW YORK BRANCH and

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL),

as Coordinating Bookrunners

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and

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NORDEA BANK ABP, NEW YORK BRANCH,

as Coordinator

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Index

Clause****Page

1Interpretation‌1

2Facility‌41

3Position of the Lenders and Swap Banks‌43

4Drawdown‌44

5Interest and Hedging‌46

6Interest Periods‌51

7Default Interest‌52

8Repayment, Prepayment, Reduction and Cancellation‌53

9Conditions Precedent‌58

10Representations and Warranties‌61

11General Affirmative and Negative Covenants‌71

12Financial Covenants‌82

13Marine Insurance Covenants‌82

14Vessel Covenants‌88

15Collateral Maintenance Ratio‌94

16Guarantee‌96

17Payments and Calculations‌101

18Application of Receipts‌103

19Application of Earnings; Accounts‌106

20Events of Default‌107

21Fees and Expenses‌111

22Indemnities‌113

23No Set-Off or Tax deduction; Tax Indemnity; FATCA‌115

24Illegality, etc.‌120

25Increased Costs‌121

26Set-Off‌123

27Transfers and Changes in Lending Offices‌123

28Variations and Waivers‌132

29Notices‌134

30Supplemental‌136

31The Servicing Banks‌138

32Law and Jurisdiction‌144

33Waiver of Jury Trial‌145

34PATRIOTAct Notice‌145

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Schedules

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Schedule 1 The Parties‌157

Part A The Borrower‌157

Part B Parent Guarantor‌157

Part C Owner Guarantors‌158

Part D Lenders, Commitments and Contributions‌162

Part E Swap Banks‌164

Part F Servicing Banks‌166

Schedule 2Original Vessels and Tranches‌167

Schedule 3 Drawdown Notice‌169

Schedule 4 Condition Precedent Documents‌171

Part A‌171

Part B‌172

Part C‌174

Schedule 5 Transfer Certificate‌178

Schedule 6 List of approved Brokers‌182

Schedule 7 Permitted Security Interests‌183

Schedule 8 Designation Notice‌184

Schedule 9 Repayment/Reduction Schedule‌185

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Execution

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Execution Page

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Appendices

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Appendix A  Form of Compliance Certificate

Appendix B  Form of Sustainability Certificate

Appendix C Form of Accordion Commitment Agreement

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**THIS LOAN AGREEMENT (****this ****“Agreement”) **is made as of September 2, 2026

AMONG

Background

Operative Provisions

Subject to Clause 1.5, in this Agreement:

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“Acceptable Accounting Firm” means Deloitte Certified Public Accountants S.A., Ernst & Young, PricewaterhouseCoopers, KPMG, or such other recognized accounting firm as the Agent may, with the consent of the Majority Lenders, approve from time to time in writing, such approval not to be unreasonably withheld, it being understood and agreed that such approval is granted where the Parent Guarantor’s shareholders have designated a recognized accounting firm for the Parent Guarantor.

"Accordion Advance" means, if an Accordion Option is exercised, the principal amount of each borrowing by the Borrower of the Total Commitments in respect of the Accordion Facility.

"Accordion Amendment” has the meaning set forth in Clause 2.6(h).

"Accordion Commitment Agreement” means an agreement providing for the increase of a Lender’s Commitment in the form set out in Appendix C (Accordion Commitment Agreement) hereto.

“Accordion Effective Date” means, in respect of each Accordion Option, the effective date (as defined therein) during the Availability Period of the relevant amendment or, as the case may be, amendment and restatement agreement.

“Accordion Facility” means, at any relevant time and subject to the provisions of Clause 2.6, a term loan facility in an aggregate principal amount of up to $200,000,000.

“Accordion Option” means the option set out in Clause 2.5 in relation to the Accordion Facility.

“Accordion Repayment Installment” has the meaning set forth in Clause 8.1(d).

"Accordion Vessel" means any vessel satisfying the Accordion Vessel Requirements to be purchased by an Accordion Vessel Owner pursuant to an Accordion Vessel Acquisition Contract and registered in its ownership under an Approved Flag.

"Accordion Vessel Acquisition Contract" means, in relation to an Accordion Vessel, the shipbuilding contract, memorandum of agreement or other contract for the acquisition of an Accordion Vessel made or to be made between a Seller and the relevant Accordion Vessel Owner who will be the owner of such Accordion Vessel.

"Accordion Vessel Owner" means a company which is a direct, wholly owned subsidiary of the Borrower incorporated or formed in the Republic of Marshall Islands or another jurisdiction approved by the Agent with the consent of the Majority Lenders (such consent not to be unreasonably withheld or delayed) which is or shall be the owner of an Accordion Vessel and which shall become an Owner Guarantor hereunder pursuant to an Accordion Amendment.

“Accordion Vessel Requirements” means, with respect to an Accordion Vessel, a very large gas carrier vessel of similar or better quality and specifications (including having an eco engine and ballast water treatment system) as the Original Vessels and having an age no older than 10.0 years at the relevant Drawdown Date for the Accordion Advance relating thereto.

“Account Bank” means Citibank, N.A., or such other bank as the Agent may, with the consent of the Majority Lenders, approve from time to time in writing.

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“Account Pledge” means a pledge of each Earnings Account, in Agreed Form.

“Advance” means a Revolving Advance, a Term Loan Advance or an Accordion Advance.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, as to any person, any other person that, directly or indirectly, controls, is controlled by or is under common control with such person or is a director or officer of such person, and for purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a person means the possession, direct or indirect, of the power to vote a majority of the Voting Stock of such person or to direct or cause direction of the management and policies of such person, whether through the ownership of Voting Stock, by contract or otherwise.

“Agreed Form” means in relation to any document, that document in the form approved by the Agent with the consent of all Lenders or, if agreed in the Finance Documents, the Majority Lenders (such consent not to be unreasonably withheld), or as otherwise approved in accordance with any other approval procedure specified in any relevant provision of any Finance 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-Bribery and Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977 as amended, UK Bribery Act 2010 and the rules and regulations thereunder and any similar laws, rules or regulations issued, administered or enforced by the United States or any other country or governmental authority having jurisdiction over any of the Creditor Parties or the Loan Parties.

“Approved Broker” means any of the companies listed on Schedule 6 or such other company proposed by the Borrower which the Agent may, with the consent of the Majority Lenders (such consent not to be unreasonably withheld or delayed), approve from time to time for the purpose of valuing a Vessel, who shall act as an expert and not as arbitrator and whose valuation shall be conclusive and binding on all parties to this Agreement.

“Approved Flag” means the Bahamas, the Marshall Islands, Liberia, Panama or Singapore flag or such other flag as may be reasonably acceptable to each of the Lenders and approved from time to time in writing by the Agent as the flag on which a Vessel shall be registered.

“Approved Fund” means any Fund (other than an Excluded Fund) that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approved Insurance Broker” means, (a) any of Arthur J. Gallagher & Co., Willis Towers Watson, Seascope Insurance Services (and its Affiliates), Parisco A/S, and any Lloyd’s of London registered broker, and (b) any other insurance broker approved by the Majority Lenders (such approval not to be unreasonably withheld or delayed) in consultation with the Borrower; provided that any Approved Insurance Broker may cease to be an Approved Insurance Broker hereunder upon ten

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(10) Business Days prior written notice from the Agent (upon the instruction of the Majority Lenders) to the Borrower.

“Approved Management Agreement” means, in relation to a Vessel in respect of its commercial and/or technical management, a management agreement between the Owner Guarantor that owns that Vessel (or, if applicable, with respect to commercial management, Helios LPG Pool) and the relevant Approved Manager reasonably satisfactory to the Agent.

“Approved Manager” means:

“Availability Period” means:

in each case, if earlier, ending on the date on which the relevant Commitments are fully utilized (other than in respect of the Revolving Credit Facility), cancelled or terminated.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Clause 5.6(e).

“Bail-In Action” means the exercise of any Write-down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means:

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“Balloon Installment” shall have the meaning given to that term in Clause 8.1(a).

“Bank Secrecy Act” means the United States Bank Secrecy Act of 1970, as amended.

“Basel III” means, collectively:

including Reformed Basel III.

“Basel IV” means any amendment, replacement or refinement of Basel III known or to be known as “Basel IV”.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or then-current Benchmark for Dollars, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Clause 5.6(a).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event for any then-current Benchmark, the first alternative set forth in the order below that can be determined by the Agent for the applicable Benchmark Replacement Date:

(a)Daily Simple SOFR; or

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(b)the sum of: (i) the alternate benchmark rate that has been selected by the Agent and the Borrower as the replacement for such Benchmark giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for such Benchmark for syndicated credit facilities denominated in Dollars at such time and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Finance Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Benchmark Replacement for syndicated credit facilities denominated in Dollars at such time.

“Benchmark Replacement Date” means a date and time determined by the Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark for Dollars:

(a)in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b)in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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“Benchmark Transition Event” means, with respect to the then-current Benchmark, the occurrence of one or more of the following events with respect to such Benchmark:

(a)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any then-current Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Finance Document in accordance with Clause 5.6 (Benchmark Replacement Setting) and (b) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Finance Document in accordance with Clause 5.6 (Benchmark Replacement Setting).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

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“Bookrunners” means Nordea Bank Abp, New York Branch, Skandinaviska Enskilda Banken AB (publ), Crédit Agricole Corporate and Investment Bank, BNP Paribas, Danish Ship Finance A/S, DNB Carnegie, Inc., ING Capital LLC and Oversea-Chinese Banking Corporation Limited.

“Borrowing Date” means the first Drawdown Date.

“Business Day” means (a) a day (other than a Saturday or Sunday) on which banks are open in Stockholm, Sweden, Paris, France, Copenhagen, Denmark, London, England, Oslo, Norway and New York, New York, and (b) with respect to the borrowing, payment or continuation of, or determination of interest rate on any Loan, a Periodic Term SOFR Determination Day.

“Carbon Intensity and Climate Alignment Certificate” means a certificate from a Recognised Organisation relating to a Vessel and a calendar year setting out:

in each case as calculated in accordance with the Poseidon Principles.

“Cash Equivalents” means:

“Change of Control” means:

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“Charter” means, in relation to a Vessel, any demise or time consecutive voyage charter in respect of that Vessel for an initial term which is equal to or exceeds twenty four (24) months, except for any Charter between an Owner Guarantor and Helios LPG Pool providing for the charter of the Vessel to Helios LPG Pool.

“Charter Assignment” means, in respect of a Vessel, an assignment of any Charter (excluding Charters in respect of pooling arrangements permitted hereunder (including, for the avoidance of doubt, Charters of a Vessel to a third party as part of any such pooling arrangement)) for such Vessel, in Agreed Form.

“Classification Society” means, in respect of a Vessel, Lloyd’s Register, Bureau Veritas, DNV GL, the American Bureau of Shipping, Nippon Kaiji Kyokai or such other first-class vessel classification society that is a member of IACS that the Agent may, with the consent of the Majority Lenders (such consent not to be unreasonably withheld), approve from time to time.

“Closing Date” means the date on which this Agreement is executed and delivered by the parties hereto.

“Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated and rulings issued thereunder.

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“Collateral” means all property (including, without limitation, any proceeds thereof) referred to in the Finance Documents that is or is intended to be subject to any Security Interest in favor of the Security Trustee, for the benefit of the Creditor Parties, securing the Secured Liabilities.

“Collateral Maintenance Ratio” has the meaning given in Clause 15.2.

“Commitment” means a Term Loan Facility Commitment, a Revolving Credit Commitment or any amount that has become available in respect of the Accordion Facility in accordance with Clause 2.5.

“Commitment Fee” has the meaning given to such term in Clause 21.1(a) (Fees).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate executed by the chief financial officer or similar authorized person of the Parent Guarantor in the form set out in Appendix A.

“Confidential Information” means all information relating to any Loan Party, any subsidiary of the Parent Guarantor, the Finance Documents or the Loan of which a Creditor Party becomes aware in its capacity as, or for the purpose of becoming, a Creditor Party or which is received by a Creditor Party in relation to, or for the purpose of becoming a Creditor Party under, the Finance Documents or the Loan 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 any funding rate or any information that:

“Confidentiality Undertaking” means a confidentiality undertaking in Agreed Form.

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“Confirmation” shall, in relation to any continuing Designated Transaction, have the meaning given in the relevant Master Agreement.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” or any similar or analogous definition (or the concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Clause 8.18 (Compensation for Losses) and other technical, administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Finance Documents), unless any such changes are objected to by the Majority Lenders in writing.

“Consolidated Funded Debt” means, for any accounting period, the sum of the following for the Parent Guarantor determined (without duplication) on a consolidated basis for such period and in accordance with GAAP consistently applied:

provided that balance sheet accruals for future drydock expenses shall not be classified as Consolidated Funded Debt.

“Consolidated Liquidity” means, on a consolidated basis at any time, the sum of (a) cash and (b) Cash Equivalents, in each case held by the Parent Guarantor on a freely available and unencumbered basis.

“Consolidated Net Debt” means Consolidated Funded Debt less Consolidated Liquidity.

“Consolidated Tangible Net Worth” means on a consolidated basis, Shareholders’ Equity (including retained earnings) of the Parent Guarantor, minus goodwill and other non-tangible items.

“Consolidated Total Capitalization” means Consolidated Tangible Net Worth plus Consolidated Funded Debt.

“Contractual Currency” has the meaning given in Clause 22.4.

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“Contribution” means, in relation to a Lender, the part of the Loan which is owing to that Lender or, as the context may require, the portion of an Advance to be made by such Lender.

“Coordinating Bookrunners” means Nordea Bank Abp, New York Branch and Skandinaviska Enskilda Banken AB (publ).

“Coordinator” means Nordea Bank Abp, New York Branch.

“CRD IV” means Directive 2013/36/EU of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directive 2006/48/EC and 2006/49/EC.

“CRR” means Regulation (EU) no. 575/2013 of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012, including 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.

“Creditor Party” means the Agent, the Security Trustee, any Swap Bank or any Lender, whether as at the Closing Date or at any later time.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect a person or any of its subsidiaries against fluctuations in currency values to or under which such person or any of its subsidiaries is a party or a beneficiary on the Closing Date or becomes a party or a beneficiary thereafter.

**“Current Assets” **means, in respect of the Parent Guarantor, for the relevant period, current assets determined on a consolidated basis in accordance with GAAP, as indicated in the most recently delivered financial statements delivered under Clause 11.1(g), provided that Current Assets shall include long-term restricted cash and exclude any amounts classified as “right of use” assets (or such similar term as indicated in the financial statements of the Parent Guarantor).

**“Current Liabilities” **means, in respect of the Parent Guarantor, for the relevant period, current liabilities determined on a consolidated basis in accordance with GAAP, as indicated in the most recently delivered financial statements delivered under Clause 11.1(g), provided that Current Liabilities shall exclude (a) balloon payments due at maturity under this Agreement and other credit facilities to which the Parent Guarantor is a party, (b) any amounts booked as current portion of long-term debt (as determined in accordance with GAAP), and (c) any amounts classified as “right of use” liabilities (or such similar term as indicated in the financial statements of the Parent Guarantor).

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Agent in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish another convention in its reasonable discretion.

“Debtor Relief Laws”** **means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,

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rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Defaulting Lender” means any Lender:

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

payment is made within five (5) Business Days of its due date; or

and provided further that, a Lender’s designation as a Defaulting Lender hereunder shall not prohibit such Lender from retaining its voting rights under this Agreement where (x) its Commitment or the Maturity Date relating to its Contribution is being extended, (y) there is a forgiveness or reduction in outstanding principal of such Lender’s Contribution, and (z) such Lender would otherwise be adversely affected disproportionately to other Lenders.

“Delisting Event” means an event or circumstance as a result of which the Parent Guarantor is no longer publicly listed with its shares of common stock traded on the New York Stock Exchange, NASDAQ or any other recognized stock exchange agreed between the Parent Guarantor and the Majority Lenders.

"Delivery Date" means the date of the acquisition by and delivery of an Accordion Vessel to the relevant Accordion Vessel Owner that will own such Accordion Vessel.

“Designated Transaction” means a Transaction which fulfils the following requirements:

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“Disruption Event” means either or both of:

“Dollars” and “$” means the lawful currency for the time being of the United States of America.

“Drawdown Date” means, in relation to an Advance, the date requested by the Borrower for such Advance to be made, or (as the context requires) the date on which such Advance is actually made.

“Drawdown Notice” means a notice in the form set out in Schedule 3 (or in any other form which the Agent approves or reasonably requires).

“Early Termination Date” shall in relation to any continuing Designated Transaction, have the meaning given in the relevant Master Agreement.

“Earnings” means, in relation to a Vessel, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Owner Guarantor owning that Vessel or the Security Trustee and which arise out of the use or operation of that Vessel, including (but not limited to):

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“Earnings Accounts” means (i) the account in the name of the Borrower with the Account Bank designated as the Borrower’s Earnings Account for purposes of this Agreement, (ii) any other account with the Account Bank in the name of an Owner Guarantor which is designated as an Earnings Account for the purposes of this Agreement, and (iii) any new account set up to take earnings from any Vessel and designated as an Earnings Account for the purposes of this Agreement.

“Earnings Assignment”** **means, in relation to a Vessel, an assignment of the Earnings and any Requisition Compensation of that Vessel, in Agreed Form.

“EDGAR” means the Electronic Data Gathering, Analysis and Retrieval System maintained by the SEC.

“EEA Financial Institution” means:

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

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Email” has the meaning given in Clause 29.1.

“Environmental Claim” means:

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and “claim” means a claim for damages, compensation, indemnification, contribution, 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:

“Environmental Law” means any law relating to pollution or protection of the environment, to the carriage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Environmentally Sensitive Material” means oil, oil products 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 Interests” of any person means:

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“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means a trade or business (whether or not incorporated) that, together with the Borrower or any Guarantor or any of their respective subsidiaries, would be deemed to be a single employer under Section 414 of the Code.

“ERISA Funding Event” means:

“ERISA Termination Event” means:

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"Escrow Agent” has the meaning assigned to such term in Clause 9.2(b)(ii).

"Escrow Agreement” has the meaning assigned to such term in Clause 9.2(b)(ii).

“Estate” has the meaning assigned to such term in Clause 31.1(b)(ii).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person) as in effect from time to time.

“Event of Default” means any of the events or circumstances described in Clause 20.1.

“Excluded Fund” means an entity which is (a) a hedge fund or an entity which is primarily or substantially engaged in holding, trading or otherwise investing in, distressed debt or whose stated purposes or primary business is buying non-performance loans or pursuing active enforcement policies in respect thereof, or (b) a vulture fund or similar entity which would reasonably be recognized or categorized as a “vulture fund” by reputable financial institutions.

“Excluded Subsidiary” means each subsidiary of the Borrower that is not an Owner Guarantor.

“Excluded Swap** Obligations**” ** **means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee by such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee by such Guarantor or the grant of such security interest  becomes effective with respect to such related Swap Obligation.  If a Swap Obligation arises under a Master Agreement governing more than one Swap Obligation, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to transactions for which such guarantee or security interest is or becomes illegal.

“Excluded Vessel” means any vessel owned by an Excluded Subsidiary.

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“Existing Financing Agreements” means:

“Existing Indebtedness” means the Financial Indebtedness incurred by the Loan Parties under the Existing Financing Agreements.

“Fair Market Value” means, in relation to a Vessel, the market value of such Vessel at any date that is shown by the arithmetic mean of two or three valuations, as the case may be, each prepared for and addressed to the Agent pursuant to the requirements set forth in Clause 11.1(h):

provided that (i) if a range of market values is provided in a particular appraisal, then the market value in such appraisal shall be deemed to be the mid-point within such range and (ii) if a third appraisal is obtained as provided in Clause 11.1(h), the market value of such Vessel shall be the average of the three appraisals obtained.

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“FATCA” means

“FATCA Deduction” means a deduction or withholding from a payment under any Finance Document required by or under FATCA.

“FATCA Exempt Party” means a FATCA Relevant Party who is entitled under FATCA to receive payments free from any FATCA Deduction.

“FATCA Non-Exempt Party” means a FATCA Relevant Party who is not a FATCA Exempt Party.

“FATCA Non-Exempt Lender” means any Lender who is a FATCA Non-Exempt Party.

“FATCA Relevant Party” means each Creditor Party and each Loan Party.

“Federal Funds Rate” means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal funds effective rate and (b) 0%.

“Fee Letter” means any letter or letters between any of the Creditor Parties (or any affiliate thereof) and any Loan Party, relating to this Agreement or the Loan (including for the avoidance of doubt any Accordion Advance), setting out any fees to be paid by a Loan Party, as referred to in Clause 21.

“Finance Documents” means:

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“Financial Indebtedness” means, with respect to any person (the “debtor”) at any date of determination (without duplication):

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“Fiscal Year” means, in relation to any person, each period of one (1) year commencing on April 1 of each year and ending on March 31 of such year in respect of which its accounts are or ought to be prepared.

“Floor” means a rate of interest equal to 0.00%.

“Foreign Pension Plan” means any plan, fund (including without limitation, any superannuation fund) or other similar program established or maintained outside the United States of America by the Borrower or any Guarantor or any one or more of their respective subsidiaries primarily for the benefit of its or their employees residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“Foreign Plan Termination Event” means the occurrence of an event with respect to the funding or maintenance of a Foreign Pension Plan that could reasonably be expected to result in an impairment of any Collateral.

“Foreign Plan Underfunding” means the excess, if any, of the accrued benefit obligations of a Foreign Pension Plan (based on those assumptions used to fund that Foreign Pension Plan or, if that Foreign Pension Plan is unfunded, based on those assumptions used for financial accounting statement purposes or, if accrued benefit obligations are not calculated for financial accounting purposes, based on such reasonable assumptions as may be approved by the relevant entity’s independent auditors for these purposes) over the assets of such Foreign Pension Plan that could reasonably be expected to result in an impairment of any Collateral or a material adverse effect on the business, assets or financial condition of any Loan Party.

“Fund” means any person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States of America, including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession.

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“Green Passport” means a green passport statement of compliance issued by a classification society being a member of IACS which includes a list of any and all materials known to be potentially hazardous utilized in the construction of a vessel.

“Guaranteed Obligations” has the meaning given in Clause 16.1.

“Guarantors” means the Owner Guarantors, the Parent Guarantor and, to the extent applicable, the Pledgor.

“Helios LPG Pool” means Helios LPG Pool LLC, a Marshall Islands limited liability company.

“IACS” means the International Association of Classification Societies.

“Insurances” means in relation to a Vessel:

“Insurance Assignment” means, in relation to a Vessel, an assignment of the Insurances required under this Agreement, in Agreed Form.

“Interest Period” means a period determined in accordance with Clause 6.

“IRS” means the United States Internal Revenue Service or any successor taxing authority or agency of the United States government.

“ISM Code” means the International Safety Management Code (including the guidelines on its implementation), adopted by the International Maritime Organization, as the same may be amended or supplemented from time to time (and the terms “safety management system”, “Safety Management Certificate” and “Document of Compliance” have the same meanings as are given to them in the ISM Code).

“ISM Code Documentation” includes, in respect of a Vessel:

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“ISPS Code” means the International Ship and Port Facility Security Code as adopted by the International Maritime Organization, as the same may be amended or supplemented from time to time.

“ISPS Code Documentation” includes:

“ISSC” means a valid and current International Ship Security Certificate issued under the ISPS Code.

“Joinder Agreement” means a joinder agreement to be entered into by and between the Pledgor and the Agent pursuant to which the Pledgor shall become a Guarantor under this Agreement, in form and substance satisfactory to the Agent.

“Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Lending Office” under its name on Schedule 1 or in the relevant Transfer Certificate pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent.

“Loan” means the principal amount of the Advances from time to time outstanding under this Agreement.

“Loan Party” means the Borrower and the Guarantors.

“Major Casualty” means, in relation to a Vessel, any casualty to that Vessel in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $1,000,000 or the equivalent in any other currency.

“Majority Accordion Lenders” means, with respect to any Accordion Advance, a Lender or Lenders whose Commitments in respect of such Accordion Advance total more than 66.67% of the Total Commitments in respect of such Accordion Advance. The Commitment of any Defaulting Lender shall be disregarded in determining Majority Accordion Lenders at any time, subject to the definition of “Defaulting Lender”.

“Majority Lenders” means a Lender or Lenders whose Commitments total more than 66.67% of the Total Commitments (or if the Total Commitments have been reduced to zero, totalled more than 66.67% of the Total Commitments immediately prior to the reduction). The Commitment and the outstanding amount of Advances of any Defaulting Lender shall be disregarded in determining Majority Lenders at any time, subject to the definition of “Defaulting Lender”.

“Manager’s Undertaking” means, in relation to a Vessel, the letter executed and delivered by an Approved Manager, in Agreed Form.

“Mandated Lead Arrangers” means Nordea Bank Abp, New York Branch, Skandinaviska Enskilda Banken AB (publ), Crédit Agricole Corporate and Investment Bank, BNP Paribas, Danish Ship

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Finance A/S, DNB Carnegie, Inc., ING Capital LLC and Oversea-Chinese Banking Corporation Limited.

“Margin” means, as of any date of determination, subject to the Sustainability Pricing Adjustment, 1.40% per annum.

“Margin Regulations” means Regulations T, U and X issued by the Board of Governors of the United States Federal Reserve System and any successor regulations thereto, as in effect from time to time.

“Margin Stock” means “margin stock” or “margin securities” as defined in the Margin Regulations.

“Master Agreement” means each master agreement (on the 2002 ISDA (Multicurrency - Crossborder) form) made between a Loan Party and a Swap Bank and includes all Designated Transactions from time to time entered into and Confirmations from time to time exchanged under the master agreement.

“Master Agreement Assignment” means, in relation to a Master Agreement, the assignment of the Master Agreement, in Agreed Form.

“Maturity Date” means the earlier of (a) September 2, 2033 and (b) the date on which the Loan is accelerated pursuant to Clause 20.4.

“Maximum Available Amount” shall have the meaning given to that term in Clause 2.1(a) (Amount of facility).

“Mortgage” means, in relation to a Vessel, the first preferred or priority ship mortgage on that Vessel, together with a deed of covenants, if applicable, in each case in Agreed Form.

“Multiemployer Plan” means, at any time, a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or any Guarantor or any of their respective subsidiaries or any ERISA Affiliate has any liability or obligation to contribute or has within any of the six preceding plan years had any liability or obligation to contribute.

“Non-indemnified Tax” means:

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“Note” means one or more promissory notes of the Borrower, payable to the order of  a Lender, evidencing the aggregate indebtedness of the Borrower in respect of the Commitments under this Agreement or the Commitments of such Lender under this Agreement, as applicable, in Agreed Form.

“Notifying Lender” has the meaning given in Clause 24.1 or Clause 25.1 as the context requires.

“Obligations” means all obligations and liabilities of, the Borrower or any other Loan Party owing to the Creditor Parties under any Finance Document, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or any other Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, to the extent allowed or enforceable under applicable law. Without limiting the foregoing, the Obligations include (a) the obligation to pay principal, interest, charges, expenses, fees, indemnities and other amounts payable by the Borrower or any other Loan Party under any Finance Document, in each case to the extent actually incurred and owing and (b) the obligation of the Borrower or any other Loan Party to reimburse any amount in respect of any of the foregoing that the Agent, the Security Trustee or any Lender, in each case if authorized pursuant hereto or under another Finance Document and as expressly permitted by the terms thereof, may elect to pay or advance on behalf of the Borrower or such other Loan Party.

“Original Vessels” means each of the vessels listed in Schedule 2 as “Original Vessels”.

“pari passu”, when used with respect to the ranking of any Financial Indebtedness of any person in relation to other Financial Indebtedness of such person, means that each such Financial Indebtedness:

“Party” means each party to this Agreement.

“PATRIOT Act” means the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act Title III of Pub. L.: 107-56 (signed into law October 26, 2001), as amended.

“Payment Currency” has the meaning given in Clause 22.4.

“PBGC” means the United States Pension Benefit Guaranty Corporation and its successors.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permitted Financial Indebtedness” means

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“Permitted Security Interests” means:

“Permitted Vessel Liens” means, in relation to any Vessel:

(a)any ship repairer’s or outfitter’s possessory lien in respect of such Vessel for an amount not exceeding the Major Casualty amount;

(b)any lien on such Vessel for master’s, officer’s or crew’s wages outstanding in accordance with usual maritime practice;

(c)any lien for master’s disbursements incurred in the ordinary course of trading, provided such liens do not secure amounts more than 30 days overdue (unless the amount is being contested by the Loan Parties in good faith by appropriate steps);

(d)any lien on such Vessel for collision or salvage;

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(e)liens in the aggregate amount of $1,000,000 or any other greater amount approved by all the Lenders, in favor of suppliers of necessaries or other similar liens arising in the ordinary course of its trading (including, without limitation, any liens incurred in connection with regular dry docking), accrued for not more than ninety (90) days (unless any such lien is being contested in good faith and by appropriate proceedings or other acts and the relevant Owner Guarantor shall have set aside on its books adequate reserves in accordance with GAAP with respect to such lien and so long as such deferment in payment shall not subject its Ship to forfeiture or loss);

(f)liens in the aggregate amount of $1,000,000 or any other amount approved by all the Lenders for loss, damage or expense which are not fully covered by Insurance, subject to applicable deductibles satisfactory to the Agent, or in respect of which a bond or other security has been posted by or on behalf of the relevant Owner Guarantor with the appropriate court or other tribunal to prevent the arrest or secure the release of the Vessel from arrest;

(g)liens for taxes or assessments or other governmental charges not yet due and payable or which are being contested in good faith by appropriate steps and in respect of which the Owner Guarantor shall have set aside on its books adequate reserves in accordance with GAAP with respect to such lien and so long as such deferment in payment shall not subject its Vessel to forfeiture or loss;

(h)any other lien arising by operation of law or otherwise in the ordinary course of operation, repair or maintenance of a Vessel (including, without limitation, any bunker suppliers) that does not subject the Vessel to forfeiture or loss;

(i)pledges of certificates of deposit or other cash collateral securing any Loan Party’s reimbursement obligations in connection with letters of credit now or hereafter issued for the account of such Loan Party in connection with the establishment of the financial responsibility of such Loan Party under 33 C.F.R. Part 130 or 46 C.F.R. Part 540, as the case may be, as the same may be amended or replaced; and

(j)Security Interests for loss, damage or expense which are fully covered by insurance, subject to applicable deductibles satisfactory to the Agent.

“Pertinent** Document**” means:

“Pertinent Jurisdiction” means in relation to a company, means:

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“Pertinent Matter” means:

and covers any such transaction, matter or statement, whether entered into, arising or made at any time before the signing of this Agreement or on or at any time after that signing.

“Plan” means any employee benefit plan as defined in Section 3(3) of ERISA (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect to which the Borrower or any Guarantor or any of their respective subsidiaries or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4062 or Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pledgor” means at any time after the Closing Date, a wholly-owned subsidiary of the Parent Guarantor which has executed and delivered to the Agent a Shares Pledge over the Equity Interests of the Borrower and Joinder Agreement, together with the following documents: (i) a copy of a certificate dated as of a date reasonably near the date of the Shares Pledge and Joinder Agreement, certifying that the Pledgor is duly incorporated or formed and in good standing under the laws of its jurisdiction of incorporation or formation, (ii) a copy of the constitutional documents and each amendment thereto of such Pledgor, certified as of a date reasonably near the date of the Shares Pledge by an authorized person of such party as being a true and correct copy thereof, (iii) copies of the resolutions of the directors (or equivalent governing body) and, where applicable, the shareholders (or equivalent equity holders), of such Pledgor authorizing the execution of the Shares Pledge and a Joinder Agreement, in each case certified as of the date of such Shares Pledge by an authorized person of such party as being a true and correct copy thereof, (iv) an incumbency certificate in respect of the officers and directors (or equivalent) of such Pledgor and signature

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samples of any signatories to such Shares Pledge, Joinder Agreement or any other Finance Document, (v) an original or a certified copy of any power of attorney under which such Shares Pledge or Joinder Agreement is executed on behalf of the Pledgor, (vi) evidence of ownership of the Borrower by such Pledgor and, if applicable, any amendments to the constitutional documents of the Borrower executed in connection with a change of the holder of the Equity Interests of the Borrower to the Pledgor, (vii) favorable legal opinions from lawyers appointed by the Borrower or the Agent on such matters concerning the laws of such relevant jurisdictions to the Share Pledge and the Pledgor as the Agent may require, and (viii) evidence that the Security Interests intended to be created by the Shares Pledge have been (or all filings have been made to ensure such Security Interests are) duly perfected under applicable law.

“Poseidon Principles” means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published in 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.

“Potential Event of Default” means an event or circumstance which, with the giving of any notice, the lapse of time, and/or the satisfaction of any other condition, would constitute an Event of Default.

“Qualified ECP Guarantor” means, in respect of any Swap Obligations, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person or entity as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Recognised Organisation” means an organisation representing the state of that Vessel’s Approved Flag and, for the purposes of Clause 11.1(bb), duly authorised to determine whether an Owner Guarantor has complied with regulation 22A of Annex VI.

“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.

“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 Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“Repayment Installment” has the meaning given to this term in Clause 8.1(a).

“Repayment/Reduction Date” has the meaning given to this term in Clause 8.1(b).

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“Repayment/Reduction Schedule” means Schedule 9, as may be amended from time to time by the Agent in accordance with Clause 8.1(f).

“Repeating Representations” has the meaning given in Clause 10.30.

"Replacement Lender" has the meaning given in Clause 27.17(a).

“Reportable Event” means an event described in Section 4043(b) (or, unless the 30-day notice requirement has been duly waived under the applicable regulations, Section 4043(c) of ERISA) with respect to a Plan that is subject to Title IV of ERISA.

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

“Requisition Compensation” includes all compensation or other moneys payable by reason of any act or event such as is referred to in paragraph (b) of the definition of “Total Loss”.

“Rescindable Amount” shall have the meaning given to that term in Clause 31.13.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Restricted Party” means a person that is:

provided that, in the case of a person listed on the OFAC Sectoral Sanctions Identification List or any similar person that is not subject to broad Sanctions prohibitions on dealing with such person, such person shall be a Restricted Party only to the extent that a Creditor Party, a Loan Party or any other person resident or organized in the United States, United Kingdom, Norway or European Union would be prohibited by applicable Sanctions from dealing with such person or engaging in the relevant transaction, and provided further that, a person shall not be a Restricted Party to the extent that such person is broadly exempted from the applicable targeting Sanctions under a license issued by OFAC, or in the case of non-U.S. Sanctions, the relevant Sanctions Authority.

“Revolving Advance” means the principal amount of each borrowing by the Borrower of a portion of the Revolving Credit Commitments in respect of the Revolving Credit Facility.

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“Revolving Credit Commitments” means, in relation to a Lender, the amount set opposite its name under the heading “Revolving Credit Commitment” in Part II of Schedule 1 (The Parties) and the amount of any other Revolving Credit Commitment transferred to it under this Agreement, and to the extent not cancelled, reduced or transferred by it under this Agreement.

“Revolving Credit Facility” means, at any relevant time, a revolving credit facility in an an aggregate amount of up to $155,085,121, as may be reduced in accordance with the terms of this Agreement, or as the context may require the aggregate principal amount of the Revolving Advances outstanding from time to time under this Agreement.

“Sanctioned Country” means a country or territory that is the subject of Sanctions broadly prohibiting dealings with such country or territory.

“Sanctioned Vessel” means a vessel which is the subject of Sanctions.

“Sanctions” means any sanctions laws, embargoes and/or regulations, freezing provisions, prohibitions, decisions, orders, notices or other restrictions relating to economic, financial or trade sanctions imposed, issued, implemented, adopted, administered or enforced by law or regulation of any Sanctions Authority from time to time.

“Sanctions Authority” means the United Nations, the European Union, the Member States of the European Union, the United Kingdom, Norway, France, the United States of America, the governments and official institutions or agencies of any of the foregoing, including without limitation, the United Nations Security Council, the Office of Foreign Assets Control of the US Department of the Treasury (OFAC), the US Department of State, the Council of the European Union, the Department of Commerce and Bureau of Industry and Security, His Majesty's Treasury and the French Treasury, and any of their respective legislative, executive, enforcement and/or regulatory authorities or bodies acting in connection with Sanctions.

“Sanctions List” means:

“Secured Currency Swap Obligations” means all Swap Obligations of the Loan Parties pursuant to Secured Swap Agreements hedging a Loan Party’s exposure under this Agreement to fluctuations in Dollars.

“Secured Interest Rate Swap Obligations” means all Swap Obligations pursuant to Secured Swap Agreements hedging a Loan Party’s exposure under this Agreement to fluctuations in Term SOFR (or any successor thereto in effect pursuant to this Agreement).

“Secured Liabilities” means (a) all Obligations and (b) the due and punctual payment and performance of all Secured Swap Obligations; provided, that in no circumstances shall Excluded Swap Obligations constitute Secured Liabilities.

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“Secured Swap Agreements” shall mean any Master Agreement entered into from time to time by the Borrower or a Guarantor with a Swap Bank in connection with any Designated Transaction.

“Secured Swap Obligations” shall mean all Secured Interest Rate Swap Obligations and all Secured Currency Swap Obligations.

“Security Interest” means:

“Security Period” means the period commencing on the Closing Date and ending on the date that:

“Seller” means, in relation to an Accordion Vessel, the company named in the Accordion Vessel Acquisition Contract for that Accordion Vessel as the seller and/or the builder thereof.

“Servicing Bank” means the Agent or the Security Trustee.

“Shareholders’ Equity” means, in respect of the Parent Guarantor, the aggregate amount of shareholders’ equity determined on a consolidated basis in conformity with GAAP, as shown on the most recently annual audited or quarterly unaudited consolidated balance sheet delivered hereunder.

“Shares Pledge” means a pledge of the Equity Interests of the Borrower and each Owner Guarantor, as the case may be, in Agreed Form.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

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“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 Agreement" means any subordination agreement entered into or to be entered into by any Affiliate of the Loan Parties in Agreed Form providing that any loans made by it to a Loan Party and other obligations shall be subject and subordinate to the prior payment in full of the Secured Liabilities.

“Sustainability Certificate” means a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Parent Guarantor, in a form and substance reasonably satisfactory to the Agent and the Sustainability Coordinator and substantially in the form of Appendix B (Form of Sustainability Certificate) that shows the details of the weighted average of the Annual Efficiency Ratio (AER) of the vessels owned and bareboat chartered-in by the Parent Guarantor and its subsidiaries, setting forth the Sustainability Pricing Adjustment and delivered in accordance with Clause 11.1(g)(v).

“Sustainability Coordinator” means Crédit Agricole Corporate and Investment Bank.

“Sustainability Pricing Adjustment” means, the following upward or downward adjustment to the Margin, as applicable, effective on the next Repayment/Reduction Date occurring after the date of delivery of the Sustainability Certificate, or if no such Sustainability Certificate is delivered, the next Repayment/Reduction Date occurring after the date it was required to be delivered:

provided that, for the avoidance of doubt, the Margin shall never be less than 1.35% or greater than 1.45% as a result of the Sustainability Pricing Adjustment at any time.

“Swap Banks” means the Lenders and their Affiliates (or any person who at the time the respective Master Agreement was entered into by such person was a Lender or an Affiliate thereof).

“Swap Exposure” means, as at any relevant date and in relation to a Swap Bank, the amount certified by the Swap Bank to the Agent to be the aggregate net amount in Dollars which would be payable by the Borrower to the Swap Bank under (and calculated in accordance with) section 6(c) (Payments on Early Termination) of the Secured Swap Agreement entered into by the Swap Bank with the relevant Loan Party if an Early Termination Date had occurred on the relevant date in relation to all continuing Designated Transactions entered into between the relevant Loan Party and the Swap Bank.

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“Swap Obligation” means, with respect to the Borrower or any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Term Loan Advances” means the principal amount of each borrowing by the Borrower of a Tranche in respect of the Term Loan Facility under this Agreement.

“Term Loan Facility” means the term loan facility made available under this Agreement as described in paragraph (a) of Clause 2.1 (Amount of facility).

“Term Loan Facility Commitment” means, in relation to a Lender, the amount set opposite its name under the heading “Term Loan Facility Commitment” in Part II of Schedule 1 (The Parties) and the amount of any other Term Loan Facility Commitment transferred to it under this Agreement, and to the extent not cancelled, reduced or transferred by it under this Agreement.

“Term SOFR” means, for any calculation with respect to any Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; provided further that if Term SOFR as determined above would be less than the Floor, Term SOFR will be deemed to be the Floor.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Total Commitments” means the aggregate of the Total Term Loan Facility Commitments and the Total Revolving Credit Commitments.

“Total Loss” means in relation to a Vessel:

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“Total Loss Date” means in relation to a Vessel:

“Total Revolving Credit Commitments” means the aggregate of the Revolving Credit Commitments, being $155,085,121 as of the Closing Date.

“Total Term Loan Facility Commitments” means the aggregate of the Term Loan Facility Commitments, being $213,294,303 as of the Closing Date, as such amount may be increased by the Accordion Facility in accordance with Clause 2.5.

“Tranche” means: (a) with respect to the Term Loan Facility and the Revolving Credit Facility, in respect of each Vessel, the original principal amount of the Total Term Loan Facility Commitments and the Revolving Credit Commitments, respectively, set forth opposite such Vessel’s name in Schedule 2; and (b) with respect to the Accordion Facility, in respect of each Accordion Vessel, the aggregate principal amount of the relevant Accordion Advance.

“Transaction” has the meaning given in each Master Agreement.

“Transfer Certificate” has the meaning given in Clause 27.2.

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“Transferee Lender” has the meaning given in Clause 27.2.

“Transferor Lender” has the meaning given in Clause 27.2.

“Treasury Transaction” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price, including under a Secured Swap Agreement.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“UCC” means the Uniform Commercial Code of the State of New York.

“UK Financial Institution” means, any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Undisclosed Administration” means, in relation to a Lender or its direct or indirect parent company that is a solvent person, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian, or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender or such parent company is subject to home jurisdiction, if applicable law requires that such appointment not be disclosed.

“Vessels” means (a) the Original Vessels, and (b) if the Accordion Option is exercised, the Accordion Vessels, in each case unless the Security Interest in such Vessel is released pursuant to the terms of this Agreement.

“Voting Stock” of any person as of any date means the Equity Interests of such person that are at the time entitled to vote in the election of the board of directors or similar governing body of such person.

“Working Capital” means Current Assets (excluding intangible assets) less Current Liabilities (excluding the current portion of indebtedness or intangible liabilities).

“Write-down and Conversion Powers” means:

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In this Agreement:

“approved” means, for the purposes of Clause 13, approved in writing by the Agent with the consent of the Majority Lenders;

“asset” includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment;

“company” includes any corporation, limited liability company, partnership, joint venture, unincorporated association, joint stock company and trust;

“consent” includes an authorization, consent, approval, resolution, license, exemption, filing, registration, notarization and legalization;

“contingent liability” means a liability which is not certain to arise and/or the amount of which remains unascertained;

“document” includes a deed; also a letter, Email or fax;

“excess risks” means, in relation to a Vessel, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of that Vessel in consequence of its insured value being less than the value at which that Vessel is assessed for the purpose of such claims;

“expense” means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other tax;

“law” includes any order or decree, any form of delegated legislation, any treaty or international convention and any statute, regulation or resolution of the United States of America, any state thereof, the Council of the European Union, the European Commission, the United Kingdom, the United Nations or its Security Council or any other Pertinent Jurisdiction;

“legal or administrative action” means any legal proceeding or arbitration and any administrative or regulatory action or investigation;

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“liability” includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or otherwise;

“months” shall be construed in accordance with Clause 1.3;

“obligatory insurances” means, in relation to a Vessel, all insurances effected, or which the Owner Guarantor owning that Vessel is obliged to effect, under Clause 13 or any other provision of this Agreement or another Finance Document;

“parent company” has the meaning given in Clause 1.4;

“person” includes natural persons; any company; any partnership; any corporation (including a business trust); any trust; any unincorporated association; any joint venture; any group; any state, political sub-division of a state and local or municipal authority (or agency thereof); and any international organization;

“policy”, in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms;

“protection and indemnity risks” means the usual risks covered by a protection and indemnity association that is a member of the International Group of P&I Clubs, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Time Clauses (Hulls)(1/11/02 or 1/11/03) or clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;

“regulation” includes any regulation, rule, official directive, request or guideline (either having the force of law or compliance with which is customary in the ordinary course of business of the party concerned) of any governmental body, intergovernmental or supranational, agency, department or regulatory, self-regulatory or other authority or organization;

“subsidiary” has the meaning given in Clause 1.4;

“successor” includes any person who is entitled (by assignment, novation, merger or otherwise) to any other person’s rights under this Agreement or any other Finance Document (or any interest in those rights) or who, as administrator, liquidator or otherwise, is entitled to exercise those rights; and in particular references to a successor include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganization of it or any other person;

“tax” includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any country, any state, any political sub-division of a state or any local or municipal authority or any other governmental authority authorized to levy such tax (including any such imposed in connection with exchange controls), and any related penalties, interest or fines; and

“war risks” includes war and allied perils, the risk of mines, terrorism, piracy, hijacking, confiscation, blocking and trapping, protection and indemnity war risks (with a separate limit not less than hull value) and all risks excluded by clause 29 of the Institute Hull Clauses (1/11/02 or

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1/11/03) or clause 24 of the Institute Time Clauses (Hulls) (1/11/1995) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83) or any equivalent provision.

A period of one or more “months” ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started (“the numerically corresponding day”), but:

and “month” and “monthly” shall be construed accordingly.

A company (S) is a subsidiary of another company (P) if:

and any company of which S is a subsidiary is a parent company of S; provided however that notwithstanding the foregoing, Helios LPG Pool shall not be considered a subsidiary of the Parent Guarantor.

In this Agreement:

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In interpreting a Finance Document or any provision of a Finance Document, all clause, sub-clause and other headings in that and any other Finance Document shall be entirely disregarded.

Unless otherwise specified herein, all accounting terms used in this Agreement and in the other Finance Documents shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to any Creditor Party under this Agreement shall be prepared, in accordance with GAAP as from time to time in effect.

To the extent that any representation, warranty, covenant or other undertaking of a Loan Party in this Agreement or any other Finance Document is qualified by reference to those matters which are not reasonably expected to result in a “material adverse effect” or language of similar import, no inference shall be drawn therefrom that any Creditor Party has knowledge or approves of any noncompliance by such Loan Party with any law or regulation.

Subject to the other provisions of this Agreement, (a) each Lender shall participate in each Revolving Advance in the proportion which, as at the relevant Drawdown Date, its Revolving Credit Commitment bears to the Total Revolving Credit Commitments, and (b) each Lender shall participate in each Term Loan Advance in the proportion which, as at the relevant Drawdown Date, its Term Loan Facility Commitment bears to the Total Term Loan Facility Commitments.

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The Borrower undertakes with each Creditor Party to use (a) each Revolving Advance and Term Loan Advance to refinance the Existing Indebtedness and for the Borrower or Parent Guarantor’s general corporate and working capital purposes, including without limitation paying fees and expenses associated with the transactions contemplated under this Agreement, and (b) each Accordion Advance only for the purpose stated in Clause 4.2(i).

Any portion of the Revolving Credit Commitments or Term Loan Facility Commitments not disbursed to the Borrower shall be cancelled and terminated automatically on the expiration of the relevant Availability Period.

Subject to the conditions set out in Clause 2.6, from time to time during the period between the Closing Date and the end of the Availability Period in respect of the Accordion Facility, the Borrower may, by notice to the Agent, request one or more increases to the Total Term Loan Facility Commitments up to the aggregate maximum principal amount of the Accordion Facility by either:

and in each such case, such bank or financial institution or such Lender shall execute and deliver to the Agent an Accordion Commitment Agreement to cause such bank or financial institution to become a Lender hereunder or such Lender's Commitment to be increased.  

The conditions referred to in Clause 2.5 are that:

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The rights of the Lenders and of the Swap Banks under this Agreement and under the Master Agreements are several.

Each Lender and each Swap Bank shall be entitled to sue for any amount which has become due and payable by a Loan Party to it under this Agreement or under a Master Agreement without joining the Agent, the Security Trustee, or any other Lender or any other Swap Bank as additional parties in the proceedings.

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Except as provided in Clause 3.2, no Lender and no Swap Bank may commence proceedings against any Loan Party in connection with a Finance Document or a Master Agreement without the prior consent of the Majority Lenders.

The obligations of the Lenders under this Agreement and of the Swap Banks under the Master Agreement to which it is a party are several; and a failure of a Lender to perform its obligations under this Agreement or a failure of a Swap Bank to perform its obligations under the Master Agreement to which it is a party shall not result in:

and in no circumstances shall a Lender or a Swap Bank have any responsibility for a failure of another Lender or another Swap Bank to perform its obligations under this Agreement or a Master Agreement.

Subject to the following conditions, the Borrower may request an Advance to be made by delivering to the Agent a completed Drawdown Notice not later than 1:00 p.m. (New York time) two (2) Business Days prior to the intended Drawdown Date.

The conditions referred to in Clause 4.1 are that:

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The Agent shall promptly notify the Lenders that it has received a Drawdown Notice and shall inform each Lender of:

A Drawdown Notice must be signed by an officer or a duly authorized attorney-in-fact of the Borrower and except as provided in Clauses 5.5 and 5.6(f), once served, a Drawdown Notice cannot be revoked or varied without the prior consent of the Agent, acting on the authority of the Majority Lenders (such consent not to be unreasonably withheld).

Subject to the provisions of this Agreement, each Lender shall, before 11:00 a.m. (New York City time) on and with value on the relevant Drawdown Date, make available to the Agent for the account of the Borrower the amount due from that Lender under Clause 2.2.

Subject to the provisions of this Agreement, the Agent shall on the relevant Drawdown Date pay to the Borrower the amounts which the Agent receives from the Lenders under Clause 4.5 and that payment to the Borrower shall be made:

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The payment by the Agent under Clause 4.6 to the account of a third party designated by the Borrower in a Drawdown Notice shall constitute the making of the Advance and the Borrower shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender’s Contribution.

Subject to the provisions of this Agreement, the rate of interest on the Loan or any part thereof for each Interest Period shall be the aggregate of the Margin and Term SOFR.

Subject to the provisions of this Agreement, interest on the Loan in respect of each Interest Period shall be paid by the Borrower on the last day of that Interest Period.

In the case of an Interest Period longer than three (3) months, accrued interest shall be paid every three (3) months during that Interest Period and on the last day of that Interest Period.

The Agent shall notify the Borrower and each Lender of:

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as soon as reasonably practicable after each is determined.

Subject to Clause 5.6 (Benchmark Replacement Setting), if:

then, in each case, the Agent will promptly so notify the Borrower and each applicable Lender.  Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make the Loan shall be suspended until the Agent (with respect to clause (b), at the instruction of the relevant Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending Drawdown Notice or, failing that, the Borrower will be deemed to have converted any such Drawdown Notice into a request for a Loan bearing interest at the sum of (i) the Federal Funds Rate plus (ii) 0.50% and (iii) the Margin, in the amount specified therein and the outstanding affected Loan will (1) be deemed to have been converted into such a request at the end of the applicable Interest Period or (2) be prepaid in full immediately at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above.  Upon any such prepayment, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Clause 8.16 (Unwinding of Designated Transactions) or Clause 8.18 (Compensation for Losses).

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If the Borrower does not agree with an interest rate set by the Agent under Clause 7.3 (Calculation of default rate of interest), the Borrower may give the Agent not less than fifteen (15) Business Days’ notice of its intention to prepay the Loan (without premium or penalty but subject to any amounts payable under Clause 8.9 (Amounts payable on prepayment)) and cancel the Total Commitments at the end of the Interest Period set by the Agent.

A notice under Clause 5.7 shall be irrevocable; the Agent shall promptly notify the Lenders of the Borrower’s notice of intended prepayment and:

The provisions of Clause 8 shall apply in relation to the prepayment.

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Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to the Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of the Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Clause 5.11 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate to the date of repayment, shall have been received by such Lender.

The first Interest Period applicable to an Advance shall commence on the relevant Drawdown Date, and subject to Clause 6.2, each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

Subject to Clause 6.3, each Interest Period shall be:

No Interest Period shall end after the Maturity Date and any Interest Period which would otherwise extend beyond the Maturity Date shall instead end on the Maturity Date.

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A Loan Party shall pay interest in accordance with the following provisions of this Clause 7 on any amount payable by such Loan Party under any Finance Document which the Agent, the Security Trustee or any other designated payee does not receive on or before the relevant date, that is:

Interest shall accrue on an overdue amount from (and including) the relevant date until the date of actual payment (as well after as before judgment) at the rate per annum determined by the Agent to be 2.00 percent above:

The rates referred to in Clause 7.2 are:

The Agent shall promptly notify the Lenders and each relevant Loan Party of each interest rate determined by the Agent under Clause 7.3 and of each period selected by the Agent for the purposes of paragraph (b) of that Clause; but this shall not be taken to imply that such Loan Party is liable to pay such interest only with effect from the date of the Agent’s notification.

Subject to the other provisions of this Agreement, any interest due under this Clause: (a) shall be paid on the last day of the period by reference to which it was determined, (b) the payment shall be made to the Agent for the account of the Creditor Party to which the overdue amount is due, and (c) it shall be immediately payable by the Borrower on demand by the Agent.

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Any such interest which is not paid at the end of the period by reference to which it was determined shall thereupon be compounded.

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On the Maturity Date, the Borrower shall repay all outstanding Advances (if any) and shall additionally pay to the Agent for the account of the Creditor Parties all other sums then accrued or owing under any Finance Document.

Subject to the conditions set forth in Clause 8.4 (Conditions for voluntary prepayment), the Borrower may prepay the whole or any part of the Term Loan Facility, the Revolving Credit Facility or the Accordion Facility without premium or penalty.

The conditions referred to in Clause 8.3 are that:

A prepayment notice may not be withdrawn or amended without the consent of the Agent, given with the authorization of the Majority Lenders (such consent not to be unreasonably withheld, delayed or conditioned), and the amount specified in the prepayment notice shall become due and payable by the Borrower on the date for prepayment specified in the prepayment notice.

The Agent shall notify the Lenders promptly upon receiving a prepayment notice, and shall provide any Lender which so requests with a copy of any document delivered by the Borrower under Clause 8.4(c).

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If a Vessel is sold or becomes a Total Loss, or the Advance(s) incurred hereunder relating to such Vessel is/are refinanced, such Vessel’s Tranche under the Term Loan Facility and the Revolving Credit Facility, or the Accordion Facility (as the case may be), shall be repaid and cancelled in full, to give effect to the release of the Security Interests in such Vessel under this Agreement and the Borrower shall additionally prepay any amount required to ensure compliance with the Collateral Maintenance Ratio:

Following the sale, refinancing or Total Loss of a Vessel and the prepayment of all amounts required pursuant to this Clause 8.7 (Mandatory reduction and prepayment upon Sale, Refinancing or Total Loss) and Clause 8.9 (Amounts payable on prepayment), at the cost of the Borrower, the relevant Creditor Parties shall release the relevant Owner Guarantor and Security Interest over its Equity Interests and the relevant Vessel (and its Earnings, Insurances and Charter) from this Agreement and the other Finance Documents.

If a Change of Control or Delisting Event occurs, the Borrower shall immediately prepay the total amount of all the outstanding Advances in full, and the Total Commitments shall be automatically cancelled.

A prepayment shall be made together with accrued interest (and any other amount payable under Clause 22 or otherwise) in respect of the amount prepaid and, if the prepayment is not made on the last day of an Interest Period together with any sums payable under Clause 8.18 (Compensation for Losses) or Clause 22.1(b), but without premium or penalty.

Subject to Clause 8.1 and 8.7, any amount of the Revolving Credit Facility which has been repaid or prepaid may be reborrowed during the Availability Period.  No amount of the Term Loan Facility or the Accordion Facility which has been repaid or prepaid may be reborrowed.

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Subject to the conditions set forth in Clause 8.12, the Borrower may cancel the whole or any part of the Total Commitments without premium or penalty.

The conditions referred to in Clause 8.11 are that:

The service of a cancellation notice shall cause the amount of the Total Commitments specified in the notice to be permanently cancelled and any partial cancellation shall be applied against the relevant Commitments of each Lender pro rata.  For the avoidance of doubt, amounts of the Total Commitments cancelled pursuant to this Agreement may not be reinstated. To the extent any cancellation of the Revolving Credit Facility would result in the outstanding Advances in respect of the Revolving Credit Facility to exceed the Revolving Credit Commitments, the Borrower shall also elect to make a voluntary prepayment of the Revolving Credit Facility pursuant to Clause 8.3 (voluntary prepayment).

The Agent shall notify the Lenders promptly upon receiving a cancellation notice.

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On or prior to any repayment, prepayment, reduction or cancellation of the Loan (or any part thereof) under this Clause 8 or any other provision of this Agreement, the Borrower shall wholly or partially reverse, offset, unwind or otherwise terminate one or more of the continuing Designated Transactions so that the notional principal amount of the continuing Designated Transactions thereafter remaining does not and will not in the future (taking into account the scheduled amortization) exceed the amount of the Loan as reducing from time to time thereafter pursuant to Clause 8.1.

In the event of (a) the payment of any principal of the Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (b)  the failure to borrow or prepay the Loan on the date specified in any notice delivered pursuant hereto, or (c) the assignment of the Loan other than on the last day of the Interest Period applicable thereto, as

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a result of a request by the Borrower pursuant to Clause 25.5, then, in connection with (a), (b) or (c) above, the Borrower shall compensate each Lender for any loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds or from any fees payable.  A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Clause shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

This Agreement shall not become effective until the Agent receives, on or before the Closing Date:

Each Lender’s obligation to make its Contribution to an Advance is subject to the following conditions precedent:

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provided that if delivery of such Accordion Vessel does not occur within five (5) Business Days after the scheduled Delivery Date, the funds held at the Seller's Bank or the Escrow Agent shall be returned to the Agent for further distribution to the Lenders who made such Accordion Advance.  

For the avoidance of doubt, the parties hereto acknowledge and agree that:

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The Borrower and each of the Guarantors represents and warrants to each Creditor Party as of the Closing Date as follows.

The Borrower and each Guarantor is:

and there are no proceedings or actions pending or contemplated by any Loan Party, or to the knowledge of the Borrower or any Guarantor contemplated by any third party, seeking to adjudicate such Loan Party as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property.

Each Loan Party has the capacity and has taken all action, and no consent of any person is required, for:

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except, in each case, for consents which have been duly obtained, taken, given or made and are in full force and effect.

All the consents referred to in Clause 10.3 remain in force and nothing has occurred which makes any of them reasonably liable to revocation.

Subject to any relevant insolvency laws affecting creditors’ rights generally:

Without limiting the generality of Clauses 10.5 and 10.6, at the time of the execution and delivery of each Finance Document:

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The execution and delivery of each Finance Document, the borrowing of each Advance, and compliance with each Finance Document, will not involve or lead to a contravention of:

The Secured Liabilities constitute direct, unconditional and general obligations of each Loan Party and rank (a) senior to all subordinated Financial Indebtedness and (b) 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.

The charges, accruals, and reserves on the books of each Loan Party respecting taxes are adequate in accordance with GAAP.

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No Event of Default or Potential Event of Default has occurred or would result from the borrowing of an Advance.

All financial statements, written information and other data furnished by or on behalf of a Loan Party to any of the Creditor Parties:

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No legal or administrative action involving a Loan Party (including any action relating to any alleged or actual breach of the ISM Code, the ISPS Code, any Environmental Law or any Sanctions) has been commenced or taken by any person, or, to the Borrower’s or any Guarantor’s knowledge, is likely to be commenced or taken which, in either case, if adversely determined, would be likely to have a material adverse effect on the business, assets or financial condition of a Loan Party or which may affect the legality, validity, binding effect or enforceability of the Finance Documents.

Except for those with respect to which the failure to own or license could not reasonably be expected to have a material adverse effect, each Loan Party owns or has the right to use all patents, trademarks, permits, service marks, trade names, copyrights, franchises, formulas, licenses and other rights with respect thereto, and have obtained assignment of all licenses and other rights of whatsoever nature, that are material to its business as currently contemplated without any conflict with the rights of others.

Each Owner Guarantor has obtained or will obtain or will cause to be obtained all necessary ISM Code Documentation and ISPS Code Documentation in connection with the Vessel owned or to be owned by it and its operation and will be or will cause such Vessel and the Approved Manager to be in full compliance with the ISM Code and the ISPS Code. Each Owner Guarantor confirms that installation of a ballast water treatment system for its Vessel is not required under IMO regulations before the third special survey applicable to its Vessel.

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Except to the extent the following could not reasonably be expected to have a material adverse effect on the business, assets or financial condition of any Loan Party, or affect the legality, validity, binding effect or enforceability of the Finance Documents:

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The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock or for any other purpose in violation of the Margin Regulations and no proceeds of any Advance will be used to buy or carry any Margin Stock or to extend credit to others for the purpose of buying or carrying any Margin Stock.

The Borrower is not:

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Without prejudice to the generality of Clause 2.3, in relation to the borrowing by the Borrower of an Advance, the performance and discharge of its obligations and liabilities under the Finance Documents, and the transactions and other arrangements affected or contemplated by the Finance Documents to which the Borrower is a party, the Borrower confirms that:

As of the relevant Drawdown Date relating to a Vessel’s Tranche, each such Vessel is:

For purposes of the UCC, each Loan Party has only one place of business located at, or, if it has more than one place of business, the chief executive office from which it manages the main part of its business operations and conducts its affairs is located at:

27 Signal Road

Stamford, CT 06902

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In the case of the Parent Guarantor and its subsidiaries, on the Closing Date and on each Drawdown Date:

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The representations and warranties set out in this Clause 10 (excluding paragraph (a) and (e) of Clause 10.10 (Taxes) and those relating to a specific date) (the “Repeating Representations”) are deemed to be made by each of the Loan Parties by reference to the facts and circumstances then existing on the date of each Drawdown Notice, each Drawdown Date and the first day of each Interest Period.  

From the Borrowing Date until the Total Commitments have terminated and all amounts payable hereunder have been paid in full the Borrower and each of the Guarantors, as the case may be, undertakes with each Creditor Party to comply or cause compliance with the following provisions of this Clause 11.1 except as the Agent, with the consent of the Majority Lenders, may approve from time to time in writing, such approval not to be unreasonably withheld; provided that such approval right shall be subject to Clause 28:

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The Agent may serve requests under this Clause 11.1(c) from time to time but only if asked to do so by a Lender or Lenders having Contributions exceeding 40% of the Loan or (if no Advances have been made) Commitments exceeding 40% of the Total Commitments, and this Clause 11.1(c) does not affect the Borrower’s obligations under Clause 11.1(b) provided that such Lender or Lenders have reason to believe an Event of Default or Potential Event of Default has occurred or is continuing and have provided to the Borrower a written explanation setting forth in reasonable detail such Event of Default or Potential Event of Default that has occurred and is continuing.

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which may be reasonably requested by the Agent, or the Security Trustee, any Lender or any Swap Bank acting through the Agent at any time.

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provided thatthe Parent Guarantor will be deemed to have furnished to the Agent such reports and information in (i) and (ii) above if the Parent Guarantor has filed such reports and information with the SEC via the EDGAR (or any successor system) and such reports and information are publicly available.

provided that if there is a difference of or in excess of 10% between the two valuations obtained, the Borrower shall, at its sole expense, obtain a third valuation from an Approved Broker appointed by the Agent in consultation with the Borrower; and provided further that for Vessels built in the same year and with similar specifications (“Sister Vessels”), valuation certificates issued by two (2) Approved Brokers setting forth the Fair Market Value for one (1) Sister Vessel shall be acceptable for each similar Sister Vessel; **and provided further that so long as no Event of Default has occurred and is continuing, **no valuation certificates shall be required with respect to any Vessel (including an Accordion Vessel) for which valuation certificates were delivered for such Vessel (or a Sister Vessel) within 75 days of such date.

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