Credit Facility Agreement No. 22.9.0087.1, Dated December 14, 2022 2

Exhibit 10.8

Credit Facility Agreement No. 22.9.0087.1, dated December 14, 2022, between Banco Nacional de Desenvolvimento Econômico e Social - BNDES, and Magallanes Navegação Brasileira S.A. (now known as Tidewater Navegaçã**o Brasileira S.A.). **

The original loan agreement is in Portuguese. What follows is an English translation of the document.

Table of Contents

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CREDIT FACILITY AGREEMENT NO. 22.9.0087.1, ENTERED INTO BETWEEN THE BRAZILIAN NATIONAL DEVELOPMENT BANK - BNDES AND MAGALLANES NAVEGAÇÃO BRASILEIRA S.A., AS FOLLOWS:

THE BRAZILIAN NATIONAL DEVELOPMENT BANK - BNDES, as Financial Agent of the Merchant Marine Fund - FMM, herein referred to simply as BNDES, a federal public company, headquartered in Brasília, Federal District, and providing services in the city of Rio de Janeiro, at Avenida República do Chile, No. 100, enrolled with the CNPJ under No. 33.657.248/0001-89, by its undersigned representatives; and

MAGALLANES NAVEGAÇÃO BRASILEIRA S.A., hereinafter CLIENT, a closely-held corporation, headquartered in the city of Rio de Janeiro, State of Rio de Janeiro, at Rua da Quitanda, No. 86, 5th floor, room 501, Galeria Building, Centro, enrolled with the CNPJ under No. 07.191.820/0001-57, by its undersigned representatives.

ONE – NATURE, AMOUNT AND PURPOSE OF THE CONTRACT

BNDES grants to the CLIENT, through this Contract, a credit facility in the total amount of R$ 32,905,059.39 (thirty-two million, nine hundred five thousand, fifty-nine reais and thirty-nine centavos), divided into 8 (eight) sub-credits, with the following amounts:

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SOLE PARAGRAPH:

The credit facility now opened is intended for the project specified below, to be carried out by the shipyard Wilson Sons Estaleiros Ltda., located in the municipality of Guarujá/SP, or at any other national shipyard, subject, in the latter case, to the provisions of item I of Clause Ten (Conditions for Release of Financial Support):

TWO – AVAILABILITY OF CREDIT

The credit shall be made available to the CLIENT in installments, after fulfilling the release conditions referred to in Clause Ten (Conditions for Release of Financial Support), according to the needs for carrying out the project, respecting, in any case, the budgetary availability and the financial schedule of the Merchant Marine Fund (FMM) and/or the financial schedule of BNDES, which is subject to the definition of resources for its applications by the National Monetary Council.

PARAGRAPH ONE:

At the time of release of the funds for this operation, the debits determined by law and those contractually authorized by the CLIENT shall be made. The remaining total balance of the resources available to the CLIENT shall be immediately transferred to current account No. [*****], which the CLIENT holds at Banco Itaú (No. [*****]), CORP RIO branch (No. [*****]).

PARAGRAPH TWO:

The amount of each installment of the credit to be made available to the CLIENT shall not be subject to monetary adjustment or any other kind of readjustment.

PARAGRAPH THREE:

The total credit must be used by the CLIENT within up to 14 (fourteen) months from the date of signing of this Contract, without prejudice to BNDES, under the protection of the guarantees established in this Contract, extending said deadline, before its final term, or granting an additional period, after said term, upon express authorization, independently of any other formality or registration, with the CLIENT's consent.

THREE – INTEREST

On the principal of the CLIENT's debt, interest of 3% (three percent) per year shall apply.

SOLE PARAGRAPH:

Interest shall be calculated daily on a proportional basis on the outstanding balance of the credit, updated under the terms of Clause Four (Update of the Debt Amount), due on the 15th (fifteenth) day of March, June, September and December of each year, in the period between December 15, 2022 and February 15, 2024, and monthly from March 15, 2024, inclusive, together with the principal amortization installments and upon maturity or settlement of this Contract, subject to the provisions of Clause Sixteen (Maturity on Holidays).

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FOUR – UPDATE OF THE DEBT AMOUNT

The outstanding balance of the CLIENT, including principal, compensatory and default interest, other expenses, fees and other agreed charges, shall be updated daily by the variation index of the US dollar exchange rate (PTAX), selling rate, disclosed by the Central Bank of Brazil on the previous business day.

SOLE PARAGRAPH:

For the purposes of the head provision, on a day when there is no official quotation, the quotation of the immediately preceding day shall be considered.

FIVE – PROCESSING AND COLLECTION OF THE DEBT

The collection of principal and charges shall be made by means of a collection document issued by BNDES in advance, for the CLIENT to settle those obligations on their due dates.

PARAGRAPH ONE:

The non-receipt of the collection document shall not exempt the CLIENT from the obligation to pay the principal installments and charges on the dates established in this Contract.

PARAGRAPH TWO:

BNDES shall make available to the CLIENT the information, data and calculations used as a basis for determining the amounts due.

PARAGRAPH THREE:

As the debt is subject to daily update, under the terms of Clauses Three (Interest) and Four (Update of the Debt Amount), the collection document referred to in this Clause shall be issued by BNDES indicating a reference value in US dollars, the exchange rate for which must be obtained on the Official BNDES Portal on the Internet (http://www.bndes.gov.br), in the Contractual Currencies section, and the payment amount, due in local currency, shall be determined by the respective exchange rate valid for the day of effective payment.

SIX – AMORTIZATION

The principal amount of the debt arising from the credit under this Contract shall be paid to BNDES in 82 (eighty-two) successive monthly installments, each equal to the outstanding principal amount of the debt under the respective Sub-credit, adjusted in accordance with Clause Four (Update of the Debt Amount), divided by the number of repayment installments not yet due, with the first installment falling due on March 15, 2024 and the last on December 15, 2030, subject to the provisions of Clause Sixteen (Maturity on Holidays).

SOLE PARAGRAPH:

The CLIENT undertakes to settle on December 15, 2030, with the last amortization installment, all obligations arising from this Contract.

SEVEN – CHANGE TO THE LEGAL CRITERION FOR UPDATE OR REMUNERATION OF RESOURCES ORIGINATING FROM THE MERCHANT MARINE FUND AND/OR ORDINARY RESOURCES (FMM-TREASURY)

In the event that the criterion for updating or remunerating financing operations with resources originating from the Merchant Marine Fund - FMM, carried out by BNDES, as Financial Agent of said Fund and/or with ordinary resources (FMM-Treasury), is replaced, the update provided for in Clause Four (Update of the Debt Amount) or the remuneration provided for in Clause Three (Interest) may be carried out using the new criterion established by the competent authority for updating or remunerating said operations. In that case, BNDES shall communicate the change in writing to the CLIENT.

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EIGHT – SPECIAL OBLIGATIONS OF THE CLIENT

The CLIENT is obliged to:

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PARAGRAPH ONE:

For the purposes of the special obligation dealt with in item V of this Clause, the CLIENT's knowledge is considered to be:

PARAGRAPH TWO:

For the purposes of the special obligation dealt with in item V of this Clause, the following are considered relevant:

PARAGRAPH THREE:

In the cases provided for in Paragraph Two of this Clause, the CLIENT must, when requested by BNDES and whenever available, provide copies of any decisions rendered and any judicial or extrajudicial agreements entered into within the scope of said procedures, as well as detailed information on the measures taken in response to such procedures.

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PARAGRAPH FOUR:

Failure to comply with item III of this Clause is considered to have occurred in the following cases:

PARAGRAPH FIVE: For the purposes of the special obligation dealt with in item IV of this Clause, the CLIENT's knowledge is considered to be:

NINE – LIABILITY IN CORPORATE SUCCESSION

In the event of corporate succession, the eventual successors of the CLIENT shall be jointly and severally liable for the obligations arising from this Contract.

SOLE PARAGRAPH: The provision in the head provision of this Clause shall not apply if there is prior consent from BNDES to the removal of joint liability in a partial spin-off.

TEN – CONDITIONS FOR RELEASE OF FINANCIAL SUPPORT

The release of financial cooperation, in addition to compliance, as applicable, with the conditions set forth in articles 5 and 6 of the "PROVISIONS APPLICABLE TO BNDES CONTRACTS" mentioned above, and of those established in the "MONITORING RULES AND INSTRUCTIONS", referred to in article 2 of the same "PROVISIONS", is subject to compliance with the following:

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SOLE PARAGRAPH: After the usage period provided for in Clause Second (Availability of Credit) has elapsed, without any release of funds, including due to non-compliance with condition(s) provided for in this Clause, BNDES may, at its discretion, terminate this Contract, upon communication to the CLIENT, independently of any other formality or registration, with the consequent extinction of all rights and obligations arising therefrom, as well as the release of any guarantees that may have been established, and it shall be incumbent upon the CLIENT to promote the cancellation of the registrations related to this Contract with the competent registry offices.

ELEVEN – SURETY TO BE PROVIDED

The personal guarantee of this Contract shall be a surety, formalized by means of a Surety Bond(s), according to the model provided by BNDES, to be provided by financial institution(s) that, in BNDES's judgment, are in an economic-financial situation that gives them a degree of notorious solvency, and the guarantor(s) shall be obliged as principal payers of the obligations arising from this Contract, until its final settlement, with liability limited to portions of the debt, in amounts to be previously defined by BNDES based on the amount of the credit to be released, under the terms of item I, letter "g", of Clause Ten (Conditions for Release of Financial Support), with express waiver of the benefits of articles 366, 827 and 838 of the Civil Code, it being established that any change in the term or amount of the surety always depends on the prior consent of the guarantor(s).

SOLE PARAGRAPH: The Surety Bond(s) referred to in the head provision of this Clause shall be issued for a minimum term of 12 (twelve) months, renewable for at least 24 (twenty-four) months, subject to the following:

TWELVE – DEFAULT

In the event of default on the obligations assumed by the CLIENT, the provisions of arts. 40 to 47-A of the "PROVISIONS APPLICABLE TO BNDES CONTRACTS" referred to in Clause Eight (Special Obligations of the CLIENT), item I, shall be observed.

THIRTEEN – EARLY SETTLEMENT OF THE DEBT

In the event of early settlement of the debt, the guarantees shall be released, observing the provisions of art. 18 of the "PROVISIONS APPLICABLE TO BNDES CONTRACTS" mentioned in Clause Eight (Special Obligations of the CLIENT), item I.

PARAGRAPH ONE:

In the event of early settlement, partial or total, of the debt, on its own initiative or responsibility, the CLIENT is obliged to pay, on the settlement date, the principal amount plus accrued and unpaid interest or the amount equivalent to the present value of the future payments provided for in this Contract until its regular maturity, whichever is greater.

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PARAGRAPH TWO: The present value referred to in the preceding paragraph shall be calculated by discounting the amount of future interest and amortization payments provided for in this Contract by the sum of items (I) and (II) below:

PARAGRAPH THREE:

The methodology dealt with in the First Paragraph does not apply to operations in principal grace period, for which BNDES may arbitrate non-receipt and alternative costs.

FOURTEEN – EARLY MATURITY

BNDES may declare this Contract early maturity, with the debt becoming due and any disbursements immediately suspended, if, in addition to the cases provided for in articles 39 and 40 of the "PROVISIONS APPLICABLE TO BNDES CONTRACTS", referred to in Clause Eight (Special Obligations of the CLIENT), item I, the following are proven by BNDES:

PARAGRAPH ONE:

This Contract shall become early maturity, with the debt becoming due and any disbursements immediately suspended, in the event that the resources granted under this Contract are applied for a purpose other than that provided for in Clause One (Nature, Amount and Purpose of the Contract). BNDES shall communicate the fact to the Federal Public Prosecutor's Office, for the purposes and effects of Law No. 7,492, of June 16, 1986.

PARAGRAPH TWO:

This Contract shall also become early maturity, with the debt becoming due and immediate sustation of any disbursement, on the date of certification as a Federal Deputy or Senator, of any person who holds a paid position in the CLIENT, or is among its owners, controllers or directors, who fall under the prohibitions provided for by the Federal Constitution, article 54, items I and II. There shall be no default charges, provided that the payment occurs within 5 (five) business days from the date of certification, failing which the charges provided for in the cases of early maturity due to default shall apply.

PARAGRAPH THREE:

The declaration of early maturity based on the stipulation in letter "a" shall not occur if the imposed remedy is carried out or while the penalty imposed on the CLIENT is being served, subject to due legal process.

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FIFTEEN – AUTHORIZATION TO PROVIDE INFORMATION

The CLIENT authorizes BNDES, irrevocably and irreversibly, to provide the Merchant Marine Fund with information regarding the execution of the project and the obligations arising from this Contract, including, among others, the occurrence of default.

SIXTEEN – MATURITY ON HOLIDAYS

Any maturity date for principal amortization and charges that falls on Saturdays, Sundays or national, state, district or municipal holidays, including bank holidays, shall, for all purposes and effects of this Contract, be moved to the next following business day, with charges calculated up to that date, and the following regular period for determining and calculating charges for this Contract also starting from that date.

SOLE PARAGRAPH:

For the purposes of the head provision of this Clause, unless expressly stated otherwise, the holidays of the place where the CLIENT's headquarters are located, whose address is indicated in this Contract, shall be considered.

SEVENTEEN – FEES AND CHARGES

The CLIENT declares that it is aware that it shall pay BNDES Fees and Charges for requesting services or other activities, subject to the incidence cases and values disclosed by BNDES on the website www.bndes.gov.br.

EIGHTEEN – FORUM

The Fora of Rio de Janeiro and BNDES's headquarters are elected to resolve disputes arising from this Contract that cannot be settled out of court.

NINETEEN – ENVIRONMENTAL LIABILITY

The CLIENT undertakes, regardless of fault, to reimburse BNDES for any amount that it is compelled to pay due to environmental damage arising from the project referred to in Clause One (Nature, Value and Purpose of the Contract), as well as to indemnify BNDES for any loss or damage that it may suffer as a result of said environmental damage.

TWENTY – NOTICES

BNDES, in the event it detects the occurrence of an event that may characterize the non-compliance with an obligation established in this Contract, for which there is no fixed deadline for compliance, shall notify the CLIENT in writing, granting it a period of up to 60 (sixty) days from the date of receipt of the notification to present proof of correction and/or justification regarding said event.

PARAGRAPH ONE:

BNDES may, at its discretion, without prejudice to other measures and penalties provided for in this Contract and in the "PROVISIONS APPLICABLE TO BNDES CONTRACTS":

PARAGRAPH TWO: At BNDES's discretion, the measure dealt with in item II of Paragraph One of this Clause may be determined prior to notifying the CLIENT.

TWENTY-ONE – DECLARATIONS OF THE CLIENT

The CLIENT, hereby, declares and warrants to BNDES that:

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III - Regarding socio-environmental aspects:

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PARAGRAPH ONE:

The CLIENT shall communicate to BNDES any material change in fact that causes the declarations made in this Clause to cease to be true, consistent, correct or sufficient, until the final settlement of all obligations arising from this Contract. Upon this communication, the CLIENT undertakes to provide BNDES, when requested and within the deadline set by it, with the information and documents necessary for understanding the factual situation and the measures adopted by the CLIENT. Should BNDES not receive any communication from the CLIENT to this effect, the declarations made by the CLIENT as per the head provision shall be considered valid and reiterated throughout the term of this Contract.

PARAGRAPH TWO:

The CLIENT must, whenever requesting the release of an installment of financial support or whenever requested by BNDES, within up to 30 days from the date of receipt of the notification, expressly reiterate the declarations made in this Clause, subject to the provisions of the First Paragraph.

PARAGRAPH THREE:

The CLIENT undertakes to maintain, during the term of this Contract, conduct compatible with the declarations made in the head provision and in the form of the First and Second Paragraphs of this Clause, being aware that if such declarations are not or cease to be true, consistent, correct or sufficient, the applicable legal sanctions, civil and criminal, may be applied, in addition to the early maturity of the Contract.

PARAGRAPH FOUR:

For the purposes of the provision in letter 'h' of item II of the head provision of this Clause, measures intended to prevent corrupt practices include, among others, the implementation, maintenance and/or improvement of practices and/or internal control systems, including codes of conduct, integrity policies and procedures, aimed at ensuring strict compliance with national or foreign legislation applicable to the CLIENT and/or its subsidiaries.

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TWENTY-TWO – PUBLICITY

The CLIENT authorizes the external disclosure of the full content of this Contract by BNDES, regardless of its public registration with a notary office.

TWENTY-THREE – TRANSFER OF CONFIDENTIALITY

The CLIENT declares that it is aware that BNDES will provide to the Federal Court of Accounts (TCU), the Federal Public Prosecutor's Office (MPF), the Office of the Comptroller General (CGU) and, when the financing resources originate from the Worker's Assistance Fund - FAT, also to the Deliberative Council of the Worker's Assistance Fund (CODEFAT) and the Ministry to which it is linked, or another public body that succeeds it, the information requested by them, with the transfer of the duty of confidentiality.

TWENTY-FOUR – ACCESS AND PROTECTION OF PERSONAL DATA

The PARTIES, in compliance with the provisions of Law No. 13,709/2018 (General Data Protection Law - LGPD), current legislation on the protection of personal data and any determinations of regulatory bodies/entities, undertake to protect the rights related to the processing of personal data, and must, for this purpose, adopt good governance measures in the technical, including security, legal and administrative aspects, observing mainly the following:

PARAGRAPH ONE:

The PARTIES authorize the disclosure of the personal data expressly contained in this Contract, such as name, CPF, position of the legal representatives who signed this instrument and those mentioned as responsible for receiving any notifications, for the purpose of advertising credit operations on their institutional website, undertaking to inform about the use of this personal data, when applicable, to its respective holders, and also undertake to collect consent, when necessary, as provided for in the LGPD.

PARAGRAPH TWO:

The Security Incident, as well as unauthorized improper access and the leakage or loss of personal data, shall be the sole responsibility of the PARTY that causes it, and there shall be no joint or several liability if the other PARTY has not processed the personal data subject to the incident and has not violated personal data protection legislation.

TWENTY-FIVE – REGARDING THE PROCESSING OF PERSONAL DATA BY BNDES

BNDES, whenever it is characterized as a controller of personal data, in accordance with the BNDES System Corporate Policy for Personal Data Protection (PCPD) and the BNDES System Corporate Information Security Policy (PCSI), may only process the shared personal data based on the hypotheses provided for in the LGPD (legal basis), following the principles set out in that legislation, especially those of adequacy, security, prevention and minimization.

PARAGRAPH ONE:

The processing of personal data, including that of administrators, partners, individual guarantors, may occur in the cases evidenced in the Terms of Use and Privacy Notice of the CLIENT Portal, available at the following link: https://www.bndes.gov.br/wps/portal/site/home/financiamento/roteiros/portal-do-cliente. Among the foreseen purposes, we highlight the following:

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PARAGRAPH TWO:

The personal data processed, including those related to financing/loan operations or other forms of financial support, may be shared with the persons listed in the Terms of Use and Privacy Notice of the CLIENT Portal, available at the following link: https://www.bndes.gov.br/wps/portal/site/home/financiamento/roteiros/portal-do-cliente, of which we highlight the following:

PARAGRAPH THREE:

The holders of processed personal data may clarify doubts related to personal data protection legislation by sending an email to the following email box: [*****], and exercise the rights mentioned below through the Fala.BR Channel - Integrated Ombudsman and Access to Information Platform, available at https://www.bndes.gov.br/wps/portal/site/home/quem-somos/canais-atendimento/ouvidoria/ouvidoria-envie-sua-mensagem, as informed in the Terms of Use and Privacy Notice:

TWENTY-SIX – COMMUNICATIONS

All communication arising from this Contract shall be made in writing and sent by messenger, letter or electronic mail (e-mail) to the following addresses or to any other that BNDES or the CLIENT may communicate:

BNDES:

Av. República do Chile, nº 100, Centro

Rio de Janeiro - RJ

CEP 20.031-917

Tel.: [*****]

E-mail: [*****]

Attn.: Head of the Gas, Oil and Navigation Department – DEGAP

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CLIENT:

Rua da Quitanda, 86/5th floor - Room 501

Centro, Rio de Janeiro - RJ

CEP 20.091-902

Tel.: [*****]

E-mail: [*****]

Attn.: Financial Manager

SOLE PARAGRAPH:

Any communication under the terms of this Contract shall be valid and considered delivered on the date of receipt, as proven by a signed protocol by the party to which it is delivered; in the case of transmission by mail, by the return receipt; or, in the case of transmission by electronic mail (e-mail), on the date the correspondence is sent, if sent by the close of business of the recipient and, if after that time, on the next business day.

TWENTY-SEVEN – EFFECTIVENESS OF THE CONTRACT

The effectiveness of this Contract is conditioned upon its return to BNDES, which may occur electronically, within 60 (sixty) days from the date set at the end of this Instrument, with the signature of the CLIENT's legal representatives, and BNDES shall send an electronic communication to the CLIENT regarding the fulfillment of this condition.

PARAGRAPH ONE:

The deadline established in the head provision of this Clause may be extended by BNDES upon communication to the CLIENT.

PARAGRAPH TWO:

In the event that the extension of the deadline provided for in Paragraph One is granted, the CLIENT shall pay BNDES the Credit Reservation Charge of 0.1% (one tenth of one percent), chargeable per period of 30 days, or fraction thereof, levied on the value of the credit, for a period counted from the 61st (sixty-first) day of the date set at the end of this Instrument until the date of the start of effectiveness of the Contract or its termination for non-compliance with the effectiveness condition(s), with the respective payment due for the initial use of the credit, from which it shall be deductible, or after the termination of the Contract.

TWENTY-EIGHT – TERMINATION OF THE CONTRACT

If the obligation incumbent upon the CLIENT, established in Clause Twenty-Seven (Effectiveness of the Contract), is not fulfilled, this Contract shall be considered automatically terminated, in which case BNDES shall communicate the termination to the CLIENT.

The CLIENT, Magallanes Navegação Brasileira S.A., submitted the Certificate of No Outstanding Debts in respect of Federal Taxes and the Federal Government's Active Debt - CPEND No. EEF4.C413.5FC6.FB63, issued on November 8, 2022 by the Brazilian Federal Revenue Service and the Attorney General's Office of the National Treasury.

BNDES is represented in this act by the Superintendent of the Energy Area (or any of its substitutes among the Department Heads of said Area listed in the power of attorney), together with any Department Head of the Energy Area, under the terms of the power of attorney drawn up in Book No. 993, pages No. 141-146, of the 22nd Notary Service of Rio de Janeiro - RJ. The parties consider, for all purposes, the date set at the end of this Instrument as the date of legal formalization of this Contract.

The parties sign using a digital certificate issued under the ICP-Brasil standard, in accordance with the provisions of article 1 and article 10, paragraph 1 of Provisional Measure No. 2,200-2/2001, and consider, for all purposes, the date set at the end of this Instrument as the date of legal formalization of this Contract.

And, being thus justly and contractually bound, they sign this instrument, together with the witnesses below, who also sign using a digital certificate issued under the ICP-Brasil standard.

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Rio de Janeiro, December 14, 2022.

By BNDES:

/s/ Elisa Salomão Lage

ELISA SALOMÃO LAGE

/s/ Fabio Roberto Scherma

FABIO ROBERTO SCHERMA

BRAZILIAN NATIONAL DEVELOPMENT BANK - BNDES

By the CLIENT:

/s/ Arnaldo Calbucci Filho

ARNALDO CALBUCCI FILHO

/s/ Luis Gustavo Bueno Machado

LUIS GUSTAVO BUENO MACHADO

MAGALLANES NAVEGAÇÃO BRASILEIRA S.A.

WITNESSES:

(signed)

[*****]

(signed)

[*****]

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