DHT Annual Report 2022 | Quarterlytics

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 20-F(Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-32640DHT HOLDINGS, INC.(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrant’s name into English)Republic of the Marshall Islands(Jurisdiction of incorporation or organization)Clarendon House2 Church Street, Hamilton HM 11Bermuda(Address of principal executive offices)Laila Cecilie HalvorsenTel: +1 (441) 295-1422Clarendon House2 Church Street, Hamilton HM 11Bermuda(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act:Title of each classTrading SymbolName of each exchange on which registeredCommon Stock, par value $0.01 per shareDHTNew York Stock ExchangeSecurities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 162,653,339 shares of common stock, par value $0.01 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large acceleratedfiler”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☒Accelerated Filer ☐Non-accelerated Filer ☐Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification afterApril 5, 2012.Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes☒No ☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of anerror to previously issued financial statements. ☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:International Financial Reporting Standards as issued by theU.S. GAAP ☐International Accounting Standards Board ☒ Other ☐If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐Item 18 ☐ If this report is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒TABLE OF CONTENTSINTRODUCTION AND USE OF CERTAIN TERMS1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4 PART I6 ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS6 ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE6 ITEM 3.KEY INFORMATION6 ITEM 4.INFORMATION ON THE COMPANY24 ITEM 4A.UNRESOLVED STAFF COMMENTS35 ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS35 ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES50 ITEM 7.MAJOR STOCKHOLDERS AND RELATED PARTY TRANSACTIONS57 ITEM 8.FINANCIAL INFORMATION61 ITEM 9.THE OFFER AND LISTING62 ITEM 10.ADDITIONAL INFORMATION63 ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK81 ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES81 PART II81 ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES81 ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS81 ITEM 15.CONTROLS AND PROCEDURES82 ITEM 16.RESERVED83i ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT83 ITEM 16B.CODE OF ETHICS83 ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES83 ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES84 ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS84 ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT84 ITEM 16G.CORPORATE GOVERNANCE84 ITEM 16H.MINE SAFETY DISCLOSURE85 ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS85 PART III86 ITEM 17.FINANCIAL STATEMENTS86 ITEM 18.FINANCIAL STATEMENTS86 ITEM 19.EXHIBITS86iiTable of ContentsINTRODUCTION AND USE OF CERTAIN TERMSExplanatory NoteUnless we specify otherwise, all references in this report to “we,” “our,” “us,” “Company” and “DHT” refer to DHT Holdings, Inc. and its subsidiaries and all references to DHTHoldings, Inc. “common stock” are to our common registered shares. All references in this report to “DHT Maritime” or “Maritime” refer to DHT Maritime, Inc., which was a whollyowned subsidiary of DHT Holdings until being dissolved in November 2018. Our functional currency is the U.S. dollar. Most of our revenues and operating costs are in U.S. dollars. Allreferences in this report to “$” and “dollars” refer to U.S. dollars.Presentation of Financial InformationDHT Holdings, Inc. prepares its consolidated financial statements in accordance with International Financial Reporting Standards, or “IFRS,” as issued by the International AccountingStandards Board, or “IASB.”Certain Industry TermsThe following are definitions of certain terms that are commonly used in the tanker industry and in this report:TermDefinition annual surveyThe inspection of a vessel pursuant to international conventions by a classification society surveyor, on behalf of the flag state, that takes place every year. bareboat charterA charter under which a charterer pays a fixed daily or monthly rate for a fixed period of time for use of the vessel. The charterer pays all voyage and vesseloperating expenses, including crewing and vessel insurance. Bareboat charters are usually long term. Also referred to as a “demise charter.” bunkerFuel oil used to operate a vessel’s engines, generators and boilers. charterContract for the use of a vessel, generally consisting of either a voyage, time or bareboat charter. chartererThe company that hires a vessel pursuant to a charter. charter hireMoney paid by a charterer to the shipowner for the use of a vessel under a time charter or bareboat charter. classification societyAn independent society that certifies that a vessel has been built and maintained according to the society’s rules for that type of vessel and complies with theapplicable rules and regulations of the country in which the vessel is registered, as well as the international conventions which that country has ratified. A vesselthat receives its certification is referred to as being “in class” as of the date of issuance. double-hullA hull construction design in which a vessel has an inner and outer side and bottom separated by void space, usually two meters in width. drydockingThe removal of a vessel from the water for inspection or repair of those parts of a vessel which are below the water line. During drydockings, which are required tobe carried out periodically, certain mandatory classification society inspections are carried out and relevant certifications issued. Drydockings are generallyrequired once every 30 to 60 months.dwtDeadweight tons, which refers to the total carrying capacity of a vessel by weight.1Table of ContentsEGCSEGCS is the abbreviation for “exhaust gas cleaning system”, a system that is placed in the funnel of a seagoing vessel and removes sulfur (SOx) from the engineexhaust gas emissions. hullShell or body of a ship. IMOInternational Maritime Organization, a United Nations agency that issues international regulations and standards for shipping. IMO 2020On January 1, 2020, a new limit on the Sulphur content in the fuel oil used on board ships came into force, with the objective to improve air quality, preserve theenvironment and protect human health. In connection with IMO 2020, refiners began to produce fuels with very low Sulphur content to the industry, however with varying processes and specifications. Before the entry into force of the new limit, most ships were using heavy fuel oil. Now, ships must either use Very Low Sulphur Fuel Oil (VLSFO) to comply with thenew limit or continue to use heavy fuel oil in combination with an exhaust gas cleaning system. Known as “IMO 2020”, the rule limits the Sulphur in the fuel oil used on board ships operating outside designated emission control areas to 0.50% m/m (mass bymass) — a significant reduction from the previous limit of 3.5%. Within specific designated emission control areas the limits were already stricter (0.10%). newbuildingA new vessel under construction or just completed. off-hireThe period a vessel is unable to perform services and generate revenue. Off-hire periods typically include days spent undergoing repairs and drydocking, whetherplanned or not. OPAU.S. Oil Pollution Act of 1990, as amended. OPECOrganization of Petroleum Exporting Countries, an international organization of oil-exporting developing nations that coordinates and unifies the petroleumpolicies of its member countries. petroleum productsRefined crude oil products, such as fuel oils, gasoline and jet fuel. protection andindemnity insuranceCommonly known as “P&I insurance,” the insurance obtained through mutual associations, or “clubs,” formed by shipowners to provide liability insuranceprotection against a financial loss by one member through contribution towards that loss by all members. To a great extent, the risks are reinsured. scrappingThe disposal of vessels by demolition for scrap metal.special surveyAn extensive inspection of a vessel by classification society surveyors that must be completed at least once during each five-year period. Special surveys requirea vessel to be drydocked. spot marketThe market for immediate chartering of a vessel, usually for single voyages. tankerA ship designed for the carriage of liquid cargoes in bulk with cargo space consisting of several segregated tanks. Tankers carry a variety of products includingcrude oil, refined petroleum products, liquid chemicals and liquefied gas. TCETime charter equivalent, a standard industry measure of the average daily revenue performance of a vessel. The TCE rate achieved on a given voyage is expressedin $/day and is generally calculated by subtracting voyage expenses, including bunker and port charges, from voyage revenue and dividing the net amount (timecharter equivalent revenues) by the round-trip voyage duration.2Table of Contentstime charterA charter under which a customer pays a fixed daily or monthly rate for a fixed period of time for use of the vessel. Subject to any restrictions in the charter, thecustomer decides the type and quantity of cargo to be carried and the ports of loading and unloading. The customer pays the voyage expenses such as fuel, canaltolls, and port charges. The shipowner pays all vessel operating expenses such as the management expenses, crew costs and vessel insurance. time chartererThe company that hires a vessel pursuant to a time charter. vessel operatingexpensesThe costs of operating a vessel incurred during a charter, primarily consisting of crew wages and associated costs, insurance premiums, lubricants and spare parts,and repair and maintenance costs. Vessel operating expenses exclude fuel and port charges, which are known as “voyage expenses.” For a time charter, theshipowner pays vessel operating expenses. For a bareboat charter, the charterer pays vessel operating expenses. VLCCVLCC is the abbreviation for “very large crude carrier,” a large crude oil tanker in the range of 200,000 to 320,000 dwt. Modern VLCCs can generally transport twomillion barrels or more of crude oil. These vessels are mainly used on the longest (long haul) routes from the Arabian Gulf to North America, Europe, and Asia, andfrom West Africa to the U.S. and Far Eastern destinations. voyage charterA charter under which a shipowner hires out a ship for a specific voyage between the loading port and the discharging port. The shipowner is responsible forpaying both ship operating expenses and voyage expenses. Typically, the customer is responsible for any delay at the loading or discharging ports. Theshipowner is paid freight on the basis of the cargo movement between ports. Also referred to as a “spot charter”. voyage expensesExpenses incurred due to a vessel traveling to a destination, such as fuel cost and port charges.3Table of ContentsCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSAll statements in this annual report that are not statements of historical fact are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of1995. This report contains certain forward-looking statements and information relating to us that are based on beliefs of our management as well as assumptions made by us andinformation currently available to us, in particular under the headings “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects.” When used inthis report, words such as “believe,” “intend,” “anticipate,” “estimate,” “project,” “forecast,” “plan,” “potential,” “will,” “may,” “should,” “could,” “expect” and similar expressions areintended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements reflect our current views with respect to future eventsand are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discussmany of these risks in this report in greater detail under the subheadings “Item 3. Key Information—Risk Factors” and “Item 5. Operating and Financial Review and Prospects—Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These forward-looking statements represent our estimates and assumptions only as of thedate of this report and are not intended to give any assurance as to future results. Factors that might cause future results to differ include, but are not limited to, the following:•our future financial condition and liquidity, including our ability to make required payments under our credit facilities and comply with our loan covenants;•our ability to finance our capital expenditures, acquisitions and other corporate activities;•our future operating or financial results and future revenues and expenses;•expectations relating to dividend payments and our ability to make such payments;•future, pending or recent acquisitions, business strategy, areas of possible expansion and expected capital spending or operating expenses;•tanker industry trends, including charter rates and vessel values and factors affecting vessel supply and demand;•expectations about the availability of vessels to purchase, or the time which it may take to construct new vessels or vessels’ useful lives;•the availability of insurance on commercially reasonable terms;•our ability to comply with operating and financial covenants and to repay our debt under the secured credit facilities;•our ability to obtain additional financing and to obtain replacement charters for our vessels;•our ability to operate EGCS to repay the investment;4Table of Contents•fluctuations in currencies and interest rates and the impact of the discontinuation of remaining London Interbank Offered Rate tenors for US Dollars, or “LIBOR,” after June 30,2023 on any of our debt referencing LIBOR in the interest rate;•changes in production of or demand for oil and petroleum products, either globally or in particular regions;•the severity and duration of the COVID-19 pandemic (and variants that may emerge), including governments’ related responses to the outbreak which could cause businessdisruptions and continued declines in production of or demand for oil and petroleum products, either globally or in particular regions;•greater than anticipated levels of newbuilding orders or less than anticipated rates of scrapping of older vessels;•the availability of existing vessels to acquire or newbuilds to purchase, or the time that it may take to construct and take delivery of new vessels, including our newbuild vesselscurrently on order, or the useful lives of our vessels;•the availability of key employees and crew, the length and number of off-hire days, drydocking requirements and fuel and insurance costs;•competitive pressures within the tanker industry;•changes in trading patterns for particular commodities significantly impacting overall tonnage requirements;•changes in the rate of growth of the world and various regional economies;•the risk of incidents related to vessel operation, including discharge of pollutants;•unanticipated changes in laws and regulations, including those in response to the increased focus on sustainability and other environmental, social and governance matters inrecent years;•delays and cost overruns in construction projects;•any malfunction or disruption of information technology (“IT”) systems and networks that our operations rely on or any impact of a possible cybersecurity breach;•potential liability from future litigation;•corruption, piracy, militant activities, political instability, terrorism, ethnic unrest and regionalism in countries where we may operate;•our business strategy and other plans and objectives for future operations;•any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977, or other applicable regulations relating to bribery; and•other factors discussed in “Item 3. Key Information—Risk Factors” and “Item 5. Operating and Financial Review and Prospects—Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” of this annual report.We undertake no obligation to publicly update or revise any forward-looking statements contained in this report, whether as a result of new information, future events or otherwise,except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur, and our actual results could differmaterially from those anticipated in these forward-looking statements. Further, we cannot assess the impact of each such factor on our business or to the extent to which any factor, orcombination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.5Table of ContentsPART IITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORSNot applicable.ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLENot applicable.ITEM 3.KEY INFORMATIONA.RESERVEDB.CAPITALIZATION AND INDEBTEDNESSNot applicable.C.REASONS FOR THE OFFER AND USE OF THE PROCEEDSNot applicable.D.RISK FACTORSIf the events discussed in these Risk Factors occur, our business, financial condition, results of operations or cash flows could be materially adversely affected. In such a case, themarket price of our common stock could decline.Summary of Risk FactorsRisks Relating to our Company•A contraction or tightening of the global credit markets and the resulting volatility in the financial markets could have a material adverse impact on credit availability, world oildemand and demand for our vessels, which could adversely affect our results of operations, financial condition and cash flows, and could cause the market price of our commonstock to decline.•We may not be able to re-charter or employ our vessels profitably.•We are dependent on performance by our charterers.•We may have difficulty managing growth.•We may elect to reduce our fleet.•Restrictive covenants in the secured credit facilities may impose financial and other restrictions on us and our subsidiaries.•If we fail to comply with certain covenants, including as a result of declining vessel values, or are unable to meet our debt obligations under the secured credit facilities, ourlenders could declare their debt to be immediately due and payable and foreclose on our vessels.6Table of ContentsRisks Relating to our Industry•Vessel values and charter rates are volatile. The highly cyclical nature of the tanker industry may lead to changes in charter rates from time to time, which may adversely affect ourearnings, financial condition and results of operations.•An oversupply of new vessels may adversely affect charter rates and vessel values.•Political decisions may affect our vessels’ trading patterns and could adversely affect our business and operation results.•Adverse conditions and disruptions in Asian economies could have a material adverse effect on our business.•Adverse conditions and disruptions in European economies could have a material adverse effect on our business.•Compliance with environmental laws or regulations, as well as increasing focus on sustainability and other environmental, social and governance matters, may adversely affectour business.Risks Relating to our Capital Stock•The market price of our common stock may be unpredictable and volatile.•Future sales of our common stock could cause the market price of our common stock to decline.•The anti-takeover provisions in our amended and restated bylaws may discourage a change of control.Risks Relating to Taxation•Certain adverse U.S. federal income tax consequences could arise for U.S. stockholders.•Our operating income could fail to qualify for an exemption from U.S. federal income taxation, which will reduce our cash flow.•We may be subject to taxation in Norway, which could have a material adverse effect on our results of operations and would subject dividends paid by us to Norwegianwithholding taxes.RISKS RELATING TO OUR COMPANYA contraction or tightening of the global credit markets and the resulting volatility in the financial markets could have a material adverse impact on credit availability, world oildemand and demand for our vessels, which could adversely affect our results of operations, financial condition and cash flows, and could cause the market price of our common stockto decline.The global financial markets have been highly volatile and the availability of credit from financial markets and financial institutions can vary substantially depending on developments inthe global financial markets. While we have seen improvement in the health of financial institutions and the willingness of financial institutions to extend credit to companies in theshipping industry, there is no guarantee that credit will be available to us going forward. As the shipping industry is highly dependent on the availability of credit to finance and expandoperations, we may be adversely affected by a decline in the global credit and financial markets.There is still considerable instability in the world economy that could initiate a new economic downturn. A resumption of COVID-19, and factors such as inflation, rising interest rates,energy costs, geopolitical issues, including acts of war and the availability and cost of credit have contributed to increased volatility and diminished expectations for the economy andthe markets going forward. These factors, combined with volatile oil prices and declining business and consumer confidence, have precipitated fears of a possible economic recessionand a tightening in the credit markets, low levels of liquidity in financial markets and volatility in credit and equity markets. Furthermore, a renewal of the financial crisis that affected thebanking system and the financial markets may adversely impact our business and financial condition in ways that we cannot predict. In addition, the uncertainty about current and futureglobal economic conditions caused by a renewed financial crisis may cause our customers to defer projects in response to tighter credit, decreased cash availability and decliningconfidence, which may negatively impact the demand for our vessels.7Table of ContentsWe may not be able to re-charter or employ our vessels profitably which could materially and adversely affect our business, financial position and cash available for the payment ofdividends.As of December 31, 2022, five of our vessels are currently on charters with four different charterers. At the expiry of these charters, we may not be able to re-charter our vessels on termssimilar to the terms of our existing charters. We may also employ the vessels on the spot charter market, which is subject to greater rate volatility than the time charter market. If wereceive lower charter rates under replacement charters or are unable to re-charter our vessels, the amounts that we have available, if any, to pay distributions to our stockholders may bereduced or eliminated.We are dependent on performance by our charterers and any failure by the charterers to perform their obligations could materially and adversely affect our business, financialposition and cash available for the payment of dividends.As of December 31, 2022, five of our 23 vessels currently in operation are on time charters. We are dependent on the performance by the charterers of their obligations under the charters.The ability and willingness of our charterers to perform their obligations under their charters will depend on a number of factors that are beyond our control and may include, amongother things, general economic conditions, the overall financial condition of the charterer and various expenses. Any failure by the charterers to perform their obligations could materiallyand adversely affect our business, financial position and cash available for the payment of dividends.We may have difficulty managing growth which could materially and adversely affect our business, financial position and cash available for the payment of dividends.We may grow our fleet by acquiring additional vessels, fleets of vessels or companies owning vessels or by entering into joint ventures in the future. Such future growth will primarilydepend on:•identifying and acquiring vessels, fleets of vessels or companies owning vessels or entering into joint ventures that meet our requirements, including, but not limited to, price,specification and technical condition;•consummating acquisitions of vessels, fleets of vessels or companies owning vessels or acquisitions of companies or joint ventures; and•obtaining required financing through equity or debt financing on acceptable terms.Growing any business by acquisition presents numerous risks, such as undisclosed liabilities and obligations, the possibility that indemnification agreements will be unenforceable orinsufficient to cover potential losses and the difficulties associated with imposing common standards, controls, procedures and policies, obtaining additional qualified personnel,managing relationships with customers and integrating newly acquired assets and operations into existing infrastructure. We cannot give any assurance that we will be successful inexecuting any growth plans or that we will not incur significant expenses and losses in connection with any future growth.We may elect to reduce the size of our fleet which could materially and adversely affect our business, financial position and cash available for the payment of dividends.We may elect to divest the least energy efficient vessels in our fleet in anticipation of the transition to more energy efficient vessels and technologies in order to prepare the Companyfor future yet unidentified investments. If we reduce the size of our fleet and subsequent future investments are delayed or are more costly than anticipated, our business, financialcondition and results of operations, as well as our cash flows, including cash available for dividends to our stockholders, could be materially adversely affected.8Table of ContentsRestrictive covenants in the secured credit facilities may impose financial and other restrictions on us and our subsidiaries.We are a holding company and have no significant assets other than cash and the equity interests in our subsidiaries. Our subsidiaries own all of our vessels. As described in Item 5, oursubsidiaries are party to four secured credit facilities (the “secured credit facilities”), each secured by mortgages over certain vessels owned by our subsidiaries. The secured creditfacilities impose certain operating and financial restrictions on us and our subsidiaries. These restrictions may limit our and our subsidiaries’ ability to, among other things: paydividends, incur additional indebtedness, change the management of vessels, permit liens on their assets, sell vessels, merge or consolidate with, or transfer all or substantially all oftheir assets to, another person, enter into certain types of charters and enter into a line of business.Therefore, we may need to seek permission from the lenders under the respective secured credit facilities in order to engage in certain corporate actions. The lenders’ interests may bedifferent from ours and we cannot guarantee that we will be able to obtain their permission when needed.If we fail to comply with certain covenants, including as a result of declining vessel values, or are unable to meet our debt obligations under the secured credit facilities, our lenderscould declare their debt to be immediately due and payable and foreclose on our vessels.Our obligations under the secured credit facilities include financial and operating covenants, including requirements to maintain specified “value-to-loan” ratios. Our credit facilitiesgenerally require that the fair market value of the vessels pledged as collateral never be less than 135% of the aggregate principal amount outstanding under the loan. Though we arecurrently compliant with such ratios under the secured credit facilities, vessel values have generally experienced significant volatility over the last few years. If vessel values declinemeaningfully from current levels, we could be required to make repayments under certain of the secured credit facilities in order to remain in compliance with the value-to-loan ratios.If we breach these or other covenants contained in the secured credit facilities or we are otherwise unable to meet our debt obligations for any reason, our lenders could declare theirdebt, together with accrued interest and fees, to be immediately due and payable and foreclose on those of our vessels securing the applicable facility, which could result in theacceleration of other indebtedness we may have at such time and the commencement of similar foreclosure proceedings by other lenders.To maintain our carrying capacity, we may enter into newbuilding agreements that subject us to certain risks, and the failure of our counterparties to meet their obligationsthereunder could cause us to suffer losses or otherwise adversely affect our business.From time to time, we enter into newbuilding agreements. Such agreements subject us to counterparty risk. The ability of our counterparties to perform their obligations thereunder willdepend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the overall financial condition of the counterparty andvarious expenses. Should our counterparties fail to honor their obligations under our future newbuilding agreements, we could sustain significant losses that could have a materialadverse effect on our business, financial condition, results of operations and cash flows. Furthermore, if we are unable to enforce any refund guarantees related to future newbuildingagreements, we may lose all or part of our advance deposits in the newbuildings, which could have a material adverse effect on our results of operations, financial condition and cashflows.We cannot assure you that we will be able to refinance our indebtedness incurred under the secured credit facilities which may increase our cost of borrowing or cause us to issueadditional equity securities which would be dilutive to existing shareholders.In the event that we are unable to service our debt obligations out of our operating activities, we may need to refinance our indebtedness and we cannot assure you that we will be ableto do so on terms that are acceptable to us or at all, especially in the current interest rate environment. The actual or perceived tanker market rate environment and prospects and themarket value of our fleet, among other things, may materially affect our ability to obtain new debt financing. If we are unable to refinance our indebtedness, we may choose to issuesecurities or sell certain of our assets in order to satisfy our debt obligations.9Table of ContentsFluctuations in interest rates could adversely affect our results of operation and financial condition.We are exposed to market risk from changes in interest rates because borrowings under our secured credit facilities contain interest rates that fluctuate with the financial markets, and ourinterest expense is affected by changes in the general level of interest rates, particularly LIBOR. On March 5, 2021, the U.K. Financial Conduct Authority announced the future cessationor loss of representativeness of LIBOR benchmark settings currently published by ICE Benchmark Administration immediately after June 30, 2023 for US-dollar LIBOR settings. Inresponse to the anticipated discontinuation of LIBOR, working groups are converging on alternative reference rates. The Alternative Reference Rates Committee, a steering committeecomprised of U.S. financial market participants, selected and the Secured Overnight Finance Rate (“SOFR”) as published by the Federal Reserve Bank of New York, as the preferredalternative to LIBOR. SOFR is a broad measure of the cost of borrowing cash in the overnight U.S. treasury repo market. At this time, it is impossible to predict how markets will respondto SOFR or other alternative reference rates. The manner and impact of this transition could materially adversely affect our operating results and financial condition as well as our cashflows, including cash available for dividends to our stockholders. As of December 31, 2022, our obligations under our secured credit facilities which accrue interest based on LIBOR withmaturities extending past June 30, 2023 amounted to $365.5 million. While we occasionally use interest rate swaps to partly reduce our exposure to interest rate risk and to hedge aportion of our outstanding indebtedness, there is no assurance that our derivative contracts will provide adequate protection against adverse changes in interest rates or that our bankcounterparties will be able to perform their obligations. We are in the process of negotiating the replacement benchmark rate on two of our four credit facilities before the cessation ofLIBOR in June 2023, and the use of an alternative rate or benchmark, may negatively impact our interest rate expense. Two credit facilities were refinanced to SOFR in November 2022 andJanuary 2023, respectively. Any other contracts entered into in the ordinary course of business which currently refer to, use or include LIBOR may also be impacted. For additionalinformation, see “Item 5. Operating and Financial Review and Prospects—Market Risks and Financial Risk Management” and “Item 11. Quantitative and Qualitative Disclosures AboutMarket Risk”.A limited number of customers comprise the majority of our revenues. The loss of these customers could adversely affect our results of operations, cash flows and ability to allocatecapital to maintain our fleet and consolidation or alliances among these customers will reduce our bargaining power.Five customers represent the majority of our revenue. The five customers together represented 41%, 53% and 50%of our revenue in 2020, 2021 and 2022, respectively. The number ofcompanies which comprise our client base may shrink, which could render us dependent on establishing relationships with new customers to generate a substantial portion of ourrevenues. The cessation of business with these companies or their failure to fulfill their obligations under the charters for our vessels could have a material adverse effect on ourbusiness, financial condition and results of operations, as well as our cash flows, including cash available for dividends to our stockholders. Industry consolidations and alliancesinvolving our customers could further increase the concentration of our business and reduce our bargaining power.Our financial and operating performance has been and may continue to be adversely affected by the COVID-19 pandemic and related governmental responses thereto which may have amaterial adverse effect on our results of operations and financial condition.Our business may be adversely affected by the continued outbreak of the COVID-19 virus (and variants that may emerge), which has introduced uncertainty into global economicactivity and, as such, our operational and financial activities. Failure to control the spread of the virus could continue to significantly impact economic activity which could adverselyaffect our business, financial condition, and results of operations. As the situation is continuously evolving with further waves of infections and new variants of the virus beingdiscovered across many countries worldwide, it is difficult to predict the severity and long-term impact of the pandemic on the industry and the Company at this time. The onset of thepandemic resulted in numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread or any resurgence of the virus, including travel bans,quarantines and other emergency public health measures such as lockdowns. While many of these measures have since been relaxed, we cannot predict whether and to what degreesuch measures will be reinstated in the event of any resurgence in the COVID-19 virus or any variants thereof. Initially, the pandemic negatively impacted global economic activity anddemand for energy. As a result of decreased demand for oil and refined products, oil inventories accumulated resulting in reduced demand for oil transportation.10Table of ContentsA renewed spread of the COVID-19 virus and the emergence of new variants may negatively affect our business and operations, the health of our crews and the availability of our fleet,particularly if crew members contract COVID-19, as well as our financial position and prospects. Immigration and quarantine challenges stemming from the COVID-19 outbreak couldresult in scheduled repairs exceeding the expected time, causing our vessels to remain off-hire for longer periods than planned. Our ability to change crews at regular intervals maycontinue to be impacted, as crews may be required to stay onboard longer than planned, resulting in higher costs for crew changes. Possible delays due to quarantine of our vesselscaused by COVID-19 infection of our crew or other COVID-19 - related disruptions may lead to the termination of charters leaving our vessels without employment. If this were to occur,we may be unable to secure new charters for our vessels at rates sufficient to meet our financial obligations, and this could adversely affect our future financial and operatingperformance.The occurrence or reoccurrence of any of the foregoing events or other epidemics, an increase in the severity or duration of the COVID-19 pandemic or other epidemic or a recession ormarket correction resulting from the spread of COVID-19 could have a material adverse effect on our future financial and operating performance.The indexes used to calculate the earnings for vessels on index-based charters may, in the future, no longer reasonably reflect the estimated earnings of the vessels.The indexes used to calculate the earnings for vessels on index-based charters may, in the future, no longer reasonably reflect the estimated earnings of the vessels due to changingtrading patterns or other factors not controlled by us. If an index used to calculate the earnings for a vessel on an index-based charter incorrectly reflects the earnings potential of avessel on such charter, this could have an adverse effect on our results of operations and our ability to pay dividends. As of December 31, 2022, we had no vessels on index-basedcharters for which the profit sharing element is calculated based on the indexes.Under the ship management agreements for our vessels, our operating costs could materially increase.The technical management of our vessels is handled by Goodwood Ship Management Pte. Ltd. (of which DHT owns 53 %) and V.Ships France SAS (which manages our French flagvessel). Under our ship management agreements, we pay the actual cost related to the technical management of our vessels, plus an additional management fee. The amounts that wehave available, if any, to pay distributions to our stockholders could be impacted by changes in the cost of operating our vessels.When a tanker changes ownership or technical management, it may lose customer approvals.Most users of seaborne oil transportation services will require vetting of a vessel before it is approved to service their account. This represents a risk to our company as it may bedifficult to efficiently employ the vessel until such vetting approvals are in place. Most users of seaborne oil transportation services conduct inspection and assessment of vessels onrequest from owners and technical managers. Such inspections must be carried out regularly for a vessel to have valid approvals from such users of seaborne oil transportation services.Whenever a vessel changes ownership or its technical manager, it loses its approval status and must be re-inspected and re-assessed by such users of seaborne oil transportationservices. Increasingly longer voyages in the VLCC trade, as well as the prevailing COVID-19 related restrictions to physically inspect vessels, could make timely vetting inspectionschallenging and thus could result in vessels not obtaining vetting approvals in time to secure their next employment at market rates.We are a holding company and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial and other obligations.We are a holding company and have no significant assets other than cash and the equity of our subsidiaries. Our ability to pay dividends depends on the performance of oursubsidiaries and their ability to distribute funds to us. Our ability or the ability of our subsidiaries to make these distributions are subject to restrictions contained in our subsidiaries’financing agreements and could be affected by a claim or other action by a third party, including a creditor, or by Cayman Islands, Marshall Islands or Singapore law which regulates thepayment of dividends by companies. If we are unable to obtain funds from our subsidiaries, we may not be able to pay dividends.11Table of ContentsRecently enacted economic substance laws of the Marshall Islands, the Cayman Islands and Bermuda may adversely impact our business, financial condition or results of operations.The European Union Code of Conduct Group has assessed the tax policies of a range of countries, including the Marshall Islands, where we and 20 of our vessel-owning subsidiaries areincorporated, the Cayman Islands, where seven of our vessel-owning subsidiaries are incorporated; and Bermuda (together with the Marshall Islands and the Cayman Islands,collectively, “Economic Substance Jurisdictions”), where our principal executive offices are located.On January 1, 2019, the Marshall Islands enacted the Economic Substance Regulations, 2018 (the “Marshall Islands ESR”), the Cayman Islands enacted the International Tax Co-operation (Economic Substance) Law, 2018 (the “Cayman Islands ESL”) and Bermuda enacted the Economic Substance Act 2018 (as amended) (the “Bermuda ESA” and, together withthe Marshall Islands ESR and the Cayman Islands ESL, the “Economic Substance Laws”).The Economic Substance Laws generally require companies that are registered in the applicable Economic Substance Jurisdiction and carrying on one or more “relevant activities” tomaintain a substantial economic presence in such Economic Substance Jurisdiction. The list of “relevant activities” includes, among other business activities, shipping business,headquarters business and holding company business. The Company intends to comply with relevant Economic Substance Laws; however, it is difficult to predict the outcome of anyreview by the authorities as to whether we have correctly interpreted the requirements. Failure to comply with relevant Economic Substance Laws in each Economic SubstanceJurisdiction may subject us to certain monetary penalties and, solely with respect to the Marshall Islands ESR, revocation of the formation documents and dissolution of the applicablenon-compliant Marshall Islands entity. Accordingly, any implementation of, or changes to, any of the Economic Substance Laws that impact us could increase the complexity and costsof carrying on business in these jurisdictions, and thus could adversely affect our business, financial condition or results of operations.A cyberattack could lead to a material disruption of our IT systems and the loss of business information, which may hinder our ability to conduct our business effectively and mayresult in lost revenues and additional costs.Parts of our business depend on the secure operation of our computer systems to manage, process, store and transmit information. Like other global companies, we have, from time totime, experienced threats to our data and systems, including malware and computer virus attacks, internet network scans, systems failures and disruptions. A cyberattack that bypassesour IT security systems, causing an IT security breach, could lead to a material disruption of our IT systems, adversely impact our daily operations and cause the loss of sensitiveinformation, including our own proprietary information and that of our customers, suppliers and employees. Such losses could harm our reputation and result in competitivedisadvantages, litigation, regulatory enforcement actions, lost revenues, additional costs and liability. While we devote substantial resources to maintaining adequate levels ofcybersecurity, our resources and technical sophistication may not be adequate to prevent all types of cyberattacks.Furthermore, any changes in the nature of cyber threats might require us to adopt additional procedures for monitoring cybersecurity, which could require additional expenses and/orcapital expenditures. War, terrorism and geopolitical conflicts could be accompanied by cyberattacks against instruments of the government and/or cyberattacks on surroundingcountries. It is possible that such attacks could have collateral effects on additional critical infrastructure and financial institutions globally, which could hinder our ability to conduct ourbusiness effectively and adversely impact our revenues. It is difficult to assess the likelihood of such threat and any potential impact at this time.RISKS RELATING TO OUR INDUSTRYOur results of operations and financial condition depend significantly on charter rates for VLCC vessels, which may be highly volatile and are based on macroeconomic factorsoutside of our control. If we cannot charter or sell our vessels on favorable terms, there could be a material adverse effect on our earnings and our ability to comply with our loancovenants.The tanker industry historically has been highly cyclical. If the tanker industry is depressed at a time when we may charter or sell a vessel, our earnings and available cash flow maydecrease. Our ability to charter our vessels and the charter rates payable under any new charters will depend upon, among other things, the conditions in the tanker market at that time.Fluctuations in charter rates and vessel values result from changes in the supply and demand for tanker capacity and changes in the supply and demand for oil and oil products.12Table of ContentsAdditionally, as of the date of this report, 16 of our vessels operate in the spot market, which exposes us to the fluctuations in spot market rates. The spot market is highly competitive,and rates within this market are subject to volatile fluctuations. We may not be able to predict whether future spot rates will be sufficient to enable our vessels to be operated profitably.Factors affecting the supply and demand for tankers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable and may adverselyaffect the values of our vessels and result in significant fluctuations in the amount of revenue we earn, which could result in significant fluctuations in our quarterly or annual results.The factors that influence the demand for tanker capacity include:•demand for oil and oil products, which affects the need for tanker capacity;•global and regional economic and political conditions which, among other things, could impact the supply of oil as well as trading patterns and the demand for various types ofvessels;•changes in the production of crude oil, particularly by OPEC and other key producers, which could impact the need for tanker capacity;•developments in international trade, protectionism and market fragmentation;•changes in seaborne and other transportation patterns, including changes in the distances that cargoes are transported;•environmental concerns and regulations;•international sanctions, embargoes, import and export restrictions, nationalizations and wars;•weather; and•competition from alternative sources of energy.•The factors that influence the supply of tanker capacity include:•the number of newbuilding deliveries;•the scrapping rate of older vessels;•the number of vessels that are out of service; and•environmental and maritime regulations.An oversupply of new vessels may adversely affect charter rates and vessel values, which may have a material adverse effect on our results of operations and financial condition.If the carrying capacity of new ships delivered exceeds the capacity of tankers being removed from the fleet, total transportation capacity will increase. As of March 16, 2023, thenewbuilding orderbook for VLCC vessels equaled 1.9% of the existing fleet measured in dwt. We cannot assure you that the orderbook will not increase further in proportion to theexisting fleet. If the supply of tanker capacity increases and the demand for tanker capacity does not increase correspondingly, charter rates could decline and the value of our vesselscould be adversely affected.13Table of ContentsPolitical decisions may affect our vessels’ trading patterns and could adversely affect our business and operation results.Our vessels are trading globally, and the operation of our vessels is therefore exposed to political risks. The political disturbances in Egypt, Iran and the Middle East in general maypotentially result in a blockage of the Strait of Hormuz or a closure of the Suez Canal. General trade tensions between the U.S. and China escalated in 2018, with three rounds of U.S.tariffs on Chinese goods taking effect in 2018 and a further round taking effect in September 2019, each followed by a round of retaliatory Chinese tariffs on U.S. goods. Despite a phaseone trade deal being signed in January 2020, tensions continue to exist. The recent hostilities between Russia and Ukraine, in addition to the sanctions announced in February andMarch of this year by the United States and several European countries against Russia and any forthcoming sanctions may also adversely impact our business, given Russia’s role as amajor global exporter of crude oil. Our business could be harmed by trade tariffs, as well as any trade embargoes or other economic sanctions by the United States or other countriesagainst countries in the Middle East, Asia, Russia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures that limit trading activities with thosecountries. Geopolitical risks are outside of our control and could potentially limit or disrupt our access to markets and operations and may have an adverse effect on our business.We operate our ships worldwide, which means adverse conditions and disruptions in the global economy could have a material adverse effect on our business.Our business can be affected by a number of factors that are beyond our control, such as general geopolitical, economic and business conditions. The world economy is subject todownside economic risks stemming from factors such as high inflation, energy costs, fiscal fragility in advanced economies, monetary tightening in certain advanced and emergingeconomies, high sovereign, corporate and private debt levels, highly accommodative macroeconomic policies and increased volatility in debt and equity markets as well as in the price offuel and other commodities. Adverse conditions and disruptions in the global economy, particularly the U.S. economy, European economies, and Asian economies, may lead to weakerdemand for our services and have a material adverse effect on our business.In recent years, Asia has emerged as the most important region for demand of oil and oil transportation. However, if China’s growth in gross domestic product and in industrialproduction continues to slow and other countries in the Asia Pacific region experience slower or negative economic growth in the future, this may negatively affect the economies of theUnited States and the European Union, and thus, may negatively impact shipping demand. There may also be long-term adverse impacts from the COVID-19 pandemic crisis in Chinawhich negatively affect industrial production. In addition, the continued global trade war between the U.S. and China, including the introduction by the U.S. of tariffs on selectedimported goods, mainly from China, may provoke further retaliation measures from the affected countries which has the potential to create new impediments to trade. Furthermore, tradefriction could increase the volatility in the foreign exchange markets which could also negatively affect global trade. Such volatile economic conditions could have a material adverseeffect on our business.In addition, in recent years, the EU has faced both financial and political turmoil which, if it continues or worsens, could have a material adverse effect on our business. For example,following the global financial crisis of 2008, several countries in Europe faced a sovereign debt crisis (commonly referred to as the “European Debt Crisis”) that negatively affectedeconomic activity in that region and adversely affected the strength of the euro versus the U.S. dollar and other currencies. Although some of these countries are no longer facing aserious debt crisis, the lingering effects of the European Debt Crisis are unclear and may have a material adverse effect on our business, particularly if any European countries facesovereign debt default.The structural issues facing the EU following the European Debt Crisis and the United Kingdom’s June 2016 referendum to withdraw from the EU (commonly referred to as “Brexit”)remain, and problems could resurface that could affect financial market conditions, and, possibly, our business, results of operations, financial condition and liquidity, particularly if theylead to the exit of one or more countries from the European Monetary Union (the “EMU”) or the exit of additional countries from the EU. If one or more countries exited the EMU, therewould be significant uncertainty with respect to outstanding obligations of counterparties and debtors in any exiting country, whether sovereign or otherwise, and it would likely lead tocomplex and lengthy disputes and litigation. Additionally, it is possible that the recent political events in Europe may lead to the complete dissolution of the EMU or EU. The partial orfull breakup of the EMU or EU would be unprecedented and its impact highly uncertain, including with respect to our business.14Table of ContentsCompliance with environmental laws or regulations, as well as increasing focus on sustainability and other environmental, social and governance matters, may adversely affect ourbusiness.Our operations are affected by extensive and changing international, national and local environmental protection laws, regulations, treaties, conventions and standards in force ininternational waters, the jurisdictional waters of the countries in which our vessels operate, as well as the countries of our vessels’ registration. Many of these requirements are designedto reduce the risk of oil spills and other pollution, and our compliance with these requirements can be costly.These requirements can affect the resale value or useful lives of our vessels, require a reduction in carrying capacity, ship modifications or operational changes or restrictions, lead todecreased availability of insurance coverage for environmental matters or result in the denial of access to certain jurisdictional waters or ports, or detention in, certain ports. Under local,national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including cleanup obligations, in the event that there is a release ofpetroleum or other hazardous substances from our vessels or otherwise in connection with our operations. We could also become subject to personal injury or property damage claimsrelating to the release of or exposure to hazardous materials associated with our current or historic operations, as well as natural resource damages. Violations of or liabilities underenvironmental requirements also can result in substantial penalties, fines and other sanctions, including in certain instances, seizure or detention of our vessels. For example, the U.S. OilPollution Act of 1990, as amended, or the “OPA,” affects all vessel owners shipping oil to, from or within the U.S. The OPA allows for potentially unlimited liability without regard to faultfor owners, operators and bareboat charterers of vessels for oil pollution in U.S. waters. Similarly, the International Convention on Civil Liability for Oil Pollution Damage, 1969, asamended, which has been adopted by most countries outside of the U.S., imposes liability for oil pollution in international waters. The OPA expressly permits individual states to imposetheir own liability regimes with regard to hazardous materials and oil pollution incidents occurring within their boundaries. Coastal states in the U.S. have enacted pollution preventionliability and response laws, many providing for unlimited liability.In addition, in complying with the OPA, International Maritime Organization, or “IMO,” regulations, EU directives and other existing laws and regulations and those that may be adopted,shipowners may incur significant additional costs in meeting new maintenance and inspection requirements, developing contingency arrangements for potential spills and obtaininginsurance coverage. Government regulation of vessels, particularly in the areas of safety and environmental requirements and climate control, can be expected to become more strict inthe future and require us to incur significant capital expenditures on our vessels to keep them in compliance, or even to scrap or sell certain vessels altogether. For example, in 2017, theU.S. and the IMO enacted ballast water discharge standards that require the installation of ballast water treatment systems in existing ships by September 8, 2024, which will increasecompliance costs for us and other similarly regulated ocean carriers. In the past, the IMO and EU accelerated non-double-hull phase-out schedules in response to highly publicized oilspills and other shipping incidents involving companies unrelated to us. Although all of our tankers are double-hulled, future accidents can be expected in the industry, and suchaccidents or other events could be expected to result in the adoption of even stricter laws and regulations, which could limit our operations or our ability to do business and which couldhave a material adverse effect on our business and financial results.Due to concern over the risks of climate change, a number of countries and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gasemission and other emissions from ships. These regulatory measures may include adoption of cap and trade regimes, carbon taxes, increased efficiency standards and incentives ormandates for implementation of new technologies. On November 1, 2022, carbon intensity measures came into force that require ships to calculate their Energy Efficiency Index (“EEXI”),which indicates a ship’s efficiency compared to a specified baseline, and their annual operational Carbon Intensity Indicator (CII) and CII rating. The EEXI could lead to technical steps,such as power limitations or installations of technical features, to improve the energy efficiency of ships. The CII rating will be on a scale from A to E, with E as the lowest score. If ourships rate D for three consecutive years or E for a single year, they must develop corrective action plans to achieve the required annual operational CII. Such plans may include capitalexpenditures and investments for our ships to stay in compliance. In addition, although emissions of greenhouse gases from international shipping are not currently subject toagreements under the United Nations Framework Convention on Climate Change, such as the “Kyoto Protocol” and the “Paris Agreement,” a new treaty may be adopted in the futurethat includes additional restrictions on shipping emissions beyond those already adopted under the International Convention for the Prevention of Marine Pollution from Ships, or the“MARPOL Convention.” Compliance with pending or future changes in laws and regulations relating to climate change could increase the costs of operating and maintaining our shipsand could require us to invest in new equipment to be installed onboard, acquire allowances or pay taxes related to our greenhouse gas emissions, as well as impact revenue generationand strategic growth opportunities.15Table of ContentsEven in the absence of climate control legislation and regulations, our business and operations may be materially affected as a result of weather events and climate change. Moreover,companies across all industries, including shipping and transportation, are facing increasing scrutiny relating to sustainability and other environmental, social and governance policies,practices and performance. For example, long-term concerns over climate change have resulted in an increased focus on the environmental footprint of the energy and transportationsectors from regulators, shareholders, customers, environmental groups and other stakeholders and could lead to a decrease in oil and gas demand or create a more negative perceptionof the oil and gas industry, which could impact our ability to attract investors, access financing and capital markets and attract and retain talent. This increasing scrutiny also couldrequire us to implement additional relevant practices or standards or otherwise incur additional costs, which could have a material adverse effect on our business, financial condition andresults of operations.Terrorist attacks, international hostilities, and the emergence or continuation of a global public health threat, such as the COVID-19 pandemic crisis, could affect the demand for oiltransportation, which could adversely affect our business.Terrorist attacks, the outbreak of war, the existence of international hostilities, or the emergence or continuation of a global public health threat or pandemic crisis, such as the COVID-19outbreak (and variants that may emerge), could damage the world economy, adversely affect the availability of and demand for crude oil and petroleum products and adversely affect ourability to employ our vessels. We conduct our operations internationally, and our business, financial condition and results of operations may be adversely affected by trade wars andchanging economic, political and government conditions in or between the countries and regions in which our vessels are employed. Moreover, we operate in a sector of the economythat is likely to be adversely impacted by political instability, terrorist or other attacks, war or international hostilities.The ongoing conflict between Russia and Ukraine may lead to further regional and international conflicts or armed action. It is possible that such conflict could disrupt supply chainsand cause instability in the global economy. Additionally, the ongoing conflict could result in the imposition of further economic sanctions by the United States and the European Unionagainst Russia. While much uncertainty remains regarding the global impact of the conflict in Ukraine, it is possible that such tensions could adversely affect our business, financialcondition, results of operation and cash flows. Furthermore, it is possible that third parties with whom we have charter contracts may be impacted by events in Russia and Ukraine,which could adversely affect our operations.Acts of piracy on ocean-going vessels could adversely affect our business and results of operations.Acts of piracy have historically affected ocean-going vessels trading in regions of the world, such as the Gulf of Aden off the coast of Somalia, the Gulf of Guinea in West Africa, andthe South China Sea. For example, in November 2008, the M/V Sirius Star, a tanker not affiliated with us, was captured by pirates in the Indian Ocean while carrying crude oil estimated tobe worth $100 million at the time of its capture. If these pirate attacks result in regions in which our vessels are deployed being characterized as “war risk” zones by insurers, as the Gulfof Aden temporarily was categorized in May 2008, premiums payable for insurance coverage could increase significantly and such coverage may be more difficult to obtain. In addition,crew costs, including costs in connection with employing onboard security guards, could increase in such circumstances. We may not be adequately insured to cover losses from theseincidents, including the payment of any ransom we may be forced to make, which could have a material adverse effect on us. In addition, any of these events may result in a loss ofrevenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.16Table of ContentsOur vessels may call on ports located in countries that are subject to restrictions imposed by the governments of the U.S., the United Nations (the “UN”) or the European Union (the“EU”), which could negatively affect the trading price of our shares of common stock.From time to time on charterers’ instructions, our vessels have called and may again call on ports located in countries subject to sanctions and embargoes imposed by the U.S.government, the UN or the EU, and countries identified by the U.S. government, the UN or the EU as state sponsors of terrorism. The U.S., UN and EU sanctions and embargo laws andregulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may beamended, strengthened or lifted over time. For example, in 2010, the U.S. enacted the Comprehensive Iran Sanctions, Accountability, and Divestment Act, or “CISADA,” which expandedthe scope of the Iran Sanctions Act (as amended, the “ISA”) by amending existing sanctions under the ISA and creating new sanctions. Among other things, CISADA introducedadditional prohibitions and limits on the ability of companies (both U.S. and non-U.S.) and persons to do business or trade with Iran when such activities relate to the investment, supplyor export of refined petroleum or petroleum products. In 2011, the President of the United States issued Executive Order 13590, which expanded on the existing energy-related sanctionsavailable under the ISA. In 2012, the President signed additional relevant executive orders, including Executive Order 13608, which prohibits foreign persons from violating or attemptingto violate, or causing a violation of, any sanctions in effect against Iran or facilitating any deceptive transactions for or on behalf of any person subject to U.S. sanctions. The Secretaryof the Treasury may prohibit any transactions or dealings, including any U.S. capital markets financing, involving any person found to be in violation of Executive Order 13608. Also in2012, the U.S. enacted the Iran Threat Reduction and Syria Human Rights Act of 2012 (the “ITRA”) which again created new sanctions and strengthened existing sanctions under theISA. Among other things, the ITRA intensifies existing sanctions regarding the provision of goods, services, infrastructure or technology to Iran’s petroleum or petrochemical sector.The ITRA also includes a provision requiring the President of the United States to impose five or more sanctions from Section 6(a) of the ISA on a person the President determines is acontrolling beneficial owner of, or otherwise owns, operates, or controls or insures a vessel that was used to transport crude oil from Iran to another country and (1) if the person is acontrolling beneficial owner of the vessel, the person had actual knowledge the vessel was so used or (2) if the person otherwise owns, operates, or controls, or insures the vessel, theperson knew or should have known the vessel was so used. Such a person could be subject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion fromfinancial transactions subject to U.S. jurisdiction, and exclusion of that person’s vessels from U.S. ports for up to two years. The ITRA also includes a requirement that issuers ofsecurities must disclose to the SEC in their annual and quarterly reports filed after February 6, 2013 if the issuer or “any affiliate” has “knowingly” engaged in certain sanctionedactivities involving Iran during the time frame covered by the report. At this time, we are not aware of any such sanctionable activity, conducted by ourselves or by any affiliate that islikely to prompt an SEC disclosure requirement.In January 2013, the U.S. enacted the Iran Freedom and Counter-Proliferation Act of 2012 (the “IFCPA”), which expanded the scope of U.S. sanctions on any person that is part of Iran’senergy, shipping or shipbuilding sector and operators of ports in Iran, and imposes penalties on any person who facilitates or otherwise knowingly provides significant financial,material, technological or other support to these entities. On November 24, 2013, the P5+1 (the U.S., United Kingdom, Germany, France, Russia and China) entered into an interimagreement with Iran entitled the “Joint Plan of Action” (the “JPOA”). Under the JPOA, it was agreed that, in exchange for Iran taking certain voluntary measures to ensure that itsnuclear program is used only for peaceful purposes, the U.S. and EU would voluntarily suspend certain sanctions for a period of six months. On January 20, 2014, the U.S. and EUindicated that they would begin implementing the temporary relief measures provided for under the JPOA. These measures include, among other things, the suspension of certainsanctions on the Iranian petrochemicals, precious metals, and automotive industries from January 20, 2014 until July 20, 2014. At the end of the six-month period, when no agreementbetween Iran and the P5+1 could be reached, the measures were extended for a further six months to November 24, 2014, on which date the parties affirmed that they would continue toimplement the measures through June 30, 2015. On July 14, 2015, the P5+1 and EU entered into a Joint Comprehensive Plan of Action (“JCPOA”) with Iran. Under the JCPOA, it wasagreed that, in exchange for Iran taking certain voluntary measures to ensure that its nuclear program is used only for peaceful purposes, certain sanctions would be lifted on the Iranianpetrochemicals, precious metals, and automotive industries. The parties affirmed that the JPOA’s temporary relief measures would remain in effect until the date that Iran implementedcertain nuclear-related commitments described in the JCPOA (“Implementation Day”). On October 18, 2015, the JCPOA came into effect and participants began taking steps necessary toimplement their JCPOA commitments. On January 16, 2016, the International Atomic Energy Agency verified that Iran implemented key nuclear-related commitments described in theJCPOA, and, in accordance with the JCPOA, that day was deemed Implementation Day, and the JPOA ceased to be in effect. As a result, the following sanctions were lifted onImplementation Day: (1) U.S. nuclear-related sanctions described in sections 17.1 to 17.2 of Annex V of the JCPOA, (2) EU nuclear-related sanctions described in section 16 of Annex V ofthe JCPOA and (3) the UN Security Council Resolutions 1696, 1737, 1747, 1803, 1835, 1929 and 2224. On May 8, 2018, the United States announced its withdrawal from the JCPOA. U.S.nuclear-related sanctions that had been lifted on Implementation Day were reinstated in two phases and became effective on August 7, 2018 and November 5, 2018, respectively. In 2019,the United States imposed sanctions on Iran’s iron, steel, aluminum and copper sectors, and on Iran’s Supreme Leader and other senior Iranian government officials. In 2020, additionalsanctions were imposed on Iran’s construction, mining, manufacturing and textiles sectors, as well as transfers to and from Iran of conventional arms or military equipment. Finally,certain or future counterparties of ours may be affiliated with persons or entities that are the subject of sanctions imposed by the U.S. and EU or other international bodies as a result ofthe annexation of Crimea by Russia in March 2014.17Table of ContentsDuring 2022, 2021 and 2020, no vessels in our fleet made any calls to ports in Iran. During 2018, prior to the reinstatement of U.S. nuclear-related sanctions described above, vessels inour fleet made a total of two calls to ports in Iran, representing 0.27% of our 741 calls on worldwide ports during the same period. During 2017, when the JPOA was not in effect, and thusthe corresponding nuclear-related sanctions described above had been lifted in connection with Implementation Day, vessels in our fleet made a total of four calls to ports in Iran,representing 0.56% of our 707 calls on worldwide ports during the same period. During 2016, when the JPOA was not in effect, and thus the corresponding nuclear-related sanctionsdescribed above had been lifted in connection with Implementation Day, vessels in our fleet made a total of three calls to ports in Iran, representing 0.48% of our 629 calls on worldwideports during the same period. Prior to 2016, the last call to a port in Iran made by a vessel in our fleet was in January 2012. The port calls made to ports in Iran in 2018, 2017 and 2016 weremade at the direction of the time charterer of the vessels. Prior to making port calls to Iran, the charterer is required to conduct a due diligence to ensure that the port calls are incompliance with applicable sanctions against Iran. To our knowledge, none of our vessels made port calls to Syria, Sudan, Cuba or the Crimea Region during the period from 2011 to 2022.We monitor compliance of our vessels with applicable restrictions through, among other things, communication with our charterers and administrators regarding such legal andregulatory developments as they arise. Although we believe that we are in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain suchcompliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations.Any such violation could result in fines or other penalties and could result in some investors deciding, or being required, to divest their interest, or not to invest, in our company.Additionally, some investors may decide to divest their interest, or not to invest, in our company simply because we do business with companies that do business in sanctionedcountries. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violationscould in turn negatively affect our reputation. Investor perception of the value of our common stock may also be adversely affected by the consequences of war, the effects of terrorism,civil unrest or governmental actions in these and surrounding countries.Failure to comply with the U.S. Foreign Corrupt Practices Act and other anti-bribery legislation in other jurisdictions could result in fines, criminal penalties, contract terminationsand an adverse effect on our business.We operate in a number of countries throughout the world, including some countries known to have a reputation for corruption. We are committed to doing business in accordance withapplicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the U.S. Foreign Corrupt Practices Act of 1977,or the “FCPA.” We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be inviolation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil or criminal penalties, curtailment of operations in certainjurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to dobusiness. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our management.18Table of ContentsVessel values may be depressed at a time when we sell a vessel, when our subsidiaries are required to make a repayment under the secured credit facilities or when the secured creditfacilities mature, which could adversely affect our liquidity and our ability to refinance the secured credit facilities.Tanker values have generally experienced high volatility. Investors can expect the fair market value of our tankers to fluctuate, depending on general economic and market conditionsaffecting the tanker industry and competition from other shipping companies, types and sizes of vessels and other modes of transportation. In addition, as vessels age, they generallydecline in value. These factors will affect the value of our vessels for purposes of covenant compliance under the secured credit facilities and at the time of any vessel sale. If for anyreason we sell a tanker at a time when tanker prices have fallen, the sale may be at less than the tanker’s carrying amount on our financial statements, with the result that we would alsoincur a loss on the sale and a reduction in earnings and surplus, which could reduce our ability to pay dividends.In the event of the sale or loss of a vessel, certain of the secured credit facilities require us and our subsidiaries to prepay the facility in an amount proportionate to the market value ofthe sold or lost vessel compared with the total market value of all of our vessels financed under such credit facility before such sale or loss. If vessel values are depressed at such a time,our liquidity could be adversely affected as the amount that we and our subsidiaries are required to repay could be greater than the proceeds we receive from a sale. In addition,declining tanker values could adversely affect our ability to refinance our secured credit facilities as they mature, as the amount that a new lender would be willing to lend on the sameterms may be less than the amount we owe under the expiring secured credit facilities.The carrying values of our vessels may not represent their charter-free market value at any point in time. The carrying values of our vessels held and used by us are reviewed forpotential impairment whenever events or changes in circumstances indicate that the carrying value of a particular vessel may not be fully recoverable.We operate in the highly competitive international tanker market and may not be able to compete effectively or operate profitably, which could affect our financial position.The operation of tankers and transportation of crude oil are extremely competitive. Competition arises primarily from other tanker owners, including major oil companies that controlvessels, as well as independent tanker companies, some of whom have substantially larger fleets and substantially greater resources than we do. Competition for the transportation of oiland oil products can be intense and depends on price, location, size, age, condition and the acceptability of the tanker and its operators to charterers. We will have to compete with othertanker owners, including major oil companies that control vessels and independent tanker companies, for charters. Due in part to the fragmented tanker market, competitors with greaterresources may be able to offer better prices than us, which could result in our achieving lower revenues from our vessels.The shipping industry has inherent operational risks, which could impair the ability of charterers to make payments to us and which may have a material adverse effect on our resultsof operations and financial condition.Our tankers and their cargoes are at risk of being damaged or lost because of events such as marine disasters or casualties, bad weather, mechanical failures, human error, war, terrorism,piracy, environmental accidents and other circumstances or events. In addition, transporting crude oil across a wide variety of international jurisdictions creates a risk of businessinterruptions due to political circumstances in foreign countries, hostilities, labor strikes and boycotts, the potential for changes in tax rates or policies, and the potential for governmentexpropriation of our vessels. Further, our business operations could be negatively impacted by the COVID-19 pandemic (and variants that may emerge), which could interrupt ourbusiness operations and ability to execute our services. Any of these events could impair the ability of charterers of our vessels to make payments to us under our charters.19Table of ContentsOur insurance coverage may be insufficient to make us whole in the event of a casualty to a vessel or other catastrophic event, or fail to cover all of the inherent operational risksassociated with the tanker industry.In the event of a casualty to a vessel or other catastrophic event, we will rely on our insurance to pay the insured value of the vessel or the damages incurred, less the agreed deductiblethat may apply. Each of DHT Management AS and DHT Ship Management (Singapore) Pte. Ltd., both wholly owned subsidiaries of ours, will be responsible for arranging insuranceagainst those risks that we believe the shipping industry commonly insures against, and we are responsible for the premium payments on such insurance. This insurance includes marinehull and machinery insurance, protection and indemnity insurance, which includes pollution risks and crew insurance, and war risk insurance. We may also enter into loss of hireinsurance, in which case each of DHT Management AS or DHT Ship Management (Singapore) Pte. Ltd. is responsible for arranging such loss of hire insurance, and we are responsiblefor the premium payments on such insurance. This insurance generally provides coverage against business interruption for periods of more than 60 days per incident (up to a maximumof 180 days per incident) per year, following any loss under our hull and machinery policy. We will not be reimbursed under the loss of hire insurance policies, on a per incident basis, forthe first 60 days of off-hire. Currently, the amount of coverage for liability for pollution, spillage and leakage available to us on commercially reasonable terms through protection andindemnity associations and providers of excess coverage is $1 billion per vessel per occurrence. We cannot assure you that we will be adequately insured against all risks. If insurancepremiums increase, we may not be able to obtain adequate insurance coverage at reasonable rates for our fleet. Additionally, our insurers may refuse to pay particular claims. Anysignificant loss or liability for which we are not insured could have a material adverse effect on our financial condition. In addition, the loss of a vessel would adversely affect our cashflows and results of operations.Maritime claimants could arrest our tankers, which could interrupt charterers’ or our cash flow.Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against that vessel for unsatisfied debts, claims ordamages. In many jurisdictions, a maritime lien-holder may enforce its lien by arresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vesselscould interrupt the charterers’ or our cash flow and require us to pay a significant amount of money to have the arrest lifted. In addition, in some jurisdictions, such as South Africa,under the “sister ship” theory of liability, a claimant may arrest both the vessel that is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned orcontrolled by the same owner. Claimants could try to assert “sister ship” liability against one vessel in our fleet for claims relating to another vessel in our fleet.Governments could requisition our vessels during a period of war or emergency without adequate compensation which could have a material adverse effect on our results of operationsand financial condition.A government could requisition one or more of our vessels for title or for hire. Requisition for title occurs when a government takes control of a vessel and becomes her owner, whilerequisition for hire occurs when a government takes control of a vessel and effectively becomes her charterer at dictated charter rates. Generally, requisitions occur during periods of waror emergency, although governments may elect to requisition vessels in other circumstances. Although we would be entitled to compensation in the event of a requisition of one or moreof our vessels, the amount and timing of payment would be uncertain. Government requisition of one or more of our vessels may negatively impact our revenues and reduce the amountof cash we have available for distribution as dividends to our stockholders.RISKS RELATING TO OUR CAPITAL STOCKThe market price of our common stock may be unpredictable and volatile.The market price of our common stock may fluctuate due to factors such as actual or anticipated fluctuations in our quarterly and annual results and those of other public companies inour industry, mergers and strategic alliances in the tanker industry, market conditions in the tanker industry, changes in government regulation, shortfalls in our operating results fromlevels forecast by securities analysts, announcements concerning us or our competitors and the general state of the securities market. The tanker industry has been unpredictable andvolatile. The market for common stock in this industry may be equally volatile. Therefore, we cannot assure you that you will be able to sell any of our common stock you may havepurchased at a price greater than or equal to the original purchase price.20Table of ContentsFuture sales of our common stock could cause the market price of our common stock to decline and would be dilutive to existing shareholders.The market price of our common stock could decline due to sales of our shares in the market or the perception that such sales could occur. This could depress the market price of ourcommon stock and make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate, or at all. The sale of additional common stock wouldresult in dilution to our existing stockholders.The anti-takeover provisions in our amended and restated bylaws may discourage a change of control.Our amended and restated bylaws contain provisions that could make it more difficult for a third party to acquire us without the consent of our board of directors. These provisionsprovide for:•a classified board of directors with staggered three-year terms, elected without cumulative voting;•removal of directors only for cause and with the affirmative vote of holders of at least a majority of the common stock issued and outstanding;•advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at annual meetings;•a limited ability for stockholders to call special stockholder meetings; and•board of directors authority to determine the powers, preferences and rights of our preferred stock and to issue the preferred stock without stockholder approval.Our board of directors may, subject to its fiduciary duties under applicable law, choose to implement a shareholder rights plan in the future.These provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many stockholders. As a result, stockholdersmay be limited in their ability to obtain a premium for their shares.We may not pay dividends in the future, and our dividend policy is subject to change at any time.The timing and amount of future dividends for our common stock or preferred stock, if any, could be affected by various factors, including our earnings, financial condition andanticipated cash requirements; the loss of a vessel; the acquisition of one or more vessels; required capital expenditures; reserves established by our board of directors; increased orunanticipated expenses; including insurance premiums; a change in our dividend policy; increased borrowings; increased interest payments to service our borrowings; prepaymentsunder credit agreements in order to stay in compliance with covenants in the secured credit facilities; repurchases of our securities that may be outstanding from time to time, futureissuances of securities or the other risks described in this section of this report, many of which may be beyond our control. In addition, the tanker industry is highly volatile, and wecannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period. Furthermore, any new shares of common stock issued willincrease the cash required to pay future dividends. Any common or preferred stock that may be issued in the future to finance acquisitions, upon exercise of stock options or otherequity incentives, would have a similar effect, and may reduce our ability to pay future dividends.In addition, our dividends are subject to change at any time at the discretion of our board of directors and our board of directors may elect to change our dividends by establishing areserve for, among other things, the repayment of the secured credit facilities, repurchases of our securities that may be outstanding from time to time or to help fund the acquisition of avessel. Our board of directors may also decide to establish a reserve to repay indebtedness if, as the maturity dates of our indebtedness approach, we are no longer able to generate cashflows from our operating activities in amounts sufficient to meet our debt obligations and it becomes clear that refinancing terms, or the terms of a vessel sale, are unacceptable orinadequate. If our board of directors were to establish such a reserve, the amount of cash available for dividend payments would decrease. In addition, our ability to pay dividends islimited by the Republic of the Marshall Islands (the “Marshall Islands”) law. Marshall Islands law generally prohibits the payment of dividends other than from surplus, or if there is nosurplus, from the net profits for the current and prior fiscal year, or while a company is insolvent or if a company would be rendered insolvent by the payment of such dividends. We maynot have sufficient surplus or net profits in the future to pay dividends, and we can give no assurance that dividends will be paid in the future or the amounts of dividends which may bepaid.21Table of ContentsWe have a significant number shares of common stock that are available for resale.We have shares of common stock that are available for resale. We do not know when or in what amount these shareholders, or their respective transferees, donees, pledgees, or othersuccessors in interest may offer their shares of common stock for sale, if any. These shares may create an excess supply of our stock if any significant resale were to occur. The sale ofadditional common stock would result in dilution to our existing stockholders.We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate law, a bankruptcy act or an insolvency act.Our corporate affairs are governed by our amended and restated articles of incorporation and amended and restated bylaws and by the Republic of the Marshall Islands BusinessCorporations Act, or the “BCA.” The provisions of the BCA resemble provisions of the corporation laws of a number of states in the U.S. However, there have been few judicial cases inthe Marshall Islands interpreting the BCA, and the rights and fiduciary responsibilities of directors under the laws of the Marshall Islands are not as clearly established as the rights andfiduciary responsibilities of directors under statutes or judicial precedent in existence in the U.S. Therefore, the rights of stockholders of the Marshall Islands may differ from the rights ofstockholders of companies incorporated in the U.S. While the BCA provides that it is to be interpreted and construed according to the laws of the State of Delaware and other U.S. stateswith substantially similar legislative provisions and that the non-statutory laws of the State of Delaware and other U.S. states with substantially similar legislative provisions are therebydeclared to be and adopted as the laws of the Marshall Islands, there have been few court cases interpreting the BCA in the Marshall Islands. We cannot predict whether the MarshallIslands courts would reach the same conclusions that any particular U.S. court would reach or has reached. Thus, you may have more difficulty in protecting your interests in the face ofactions by the management, directors or controlling stockholders than would stockholders of a corporation incorporated in a U.S. jurisdiction which has developed a relatively moresubstantial body of case law.In addition, the Marshall Islands has neither a bankruptcy nor an insolvency act, and as a result, any bankruptcy action involving our company would have to be initiated outside theMarshall Islands, and our public stockholders may find it difficult or impossible to pursue their claims in such other jurisdictions.Our amended and restated bylaws restrict stockholders from bringing certain legal action against our officers and directors and investors may find it difficult or impossible to effectservice of process and enforce judgments against us, our directors and our executive officers.Our amended and restated bylaws contain a broad waiver by our stockholders of any claim or right of action, both individually and on our behalf, against any of our officers or directors.The waiver applies to any action taken by an officer or director, or the failure of an officer or director to take any action, in the performance of his or her duties, except with respect to anymatter involving any fraud or dishonesty on the part of the officer or director. This waiver limits the right of stockholders to assert claims against our officers and directors unless the actor failure to act involves fraud or dishonesty.Additionally, our officers and most of our directors reside outside of the United States and our assets are located outside of the United States. As a result, it may be difficult for U.S.investors to: (i) effect service of process within the United States upon the Manager or those directors and officers who are not residents of the United States; or (ii) realize in the UnitedStates upon judgments of courts of the United States predicated upon the civil liability provisions of the United States federal securities laws.22Table of ContentsRISKS RELATING TO TAXATIONCertain adverse U.S. federal income tax consequences could arise for U.S. stockholders.A non-U.S. corporation will be treated as a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes if either (i) at least 75% of its gross income for anytaxable year consists of certain types of “passive income” or (ii) at least 50% of the average value of the corporation’s assets are “passive assets,” or assets that produce or are held forthe production of “passive income.” “Passive income” includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents androyalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance ofservices does not constitute “passive income.”We believe it is more likely than not that the gross income derived from our transportation services or deemed to derive from our time chartering activities is properly treated as servicesincome, rather than rental income. Assuming this is correct, our income from our time chartering activities would not constitute “passive income,” and the assets we own and operate inconnection with the production of that income would not constitute passive income. Consequently, based on our actual and projected income, assets and activities, we believe that it ismore likely than not that we are not currently a PFIC and will not become a PFIC in the foreseeable future.We believe there is substantial legal authority supporting the position that we are not a PFIC consisting of case law and U.S. Internal Revenue Service (the “IRS”) pronouncementsconcerning the characterization of income derived from time charters as services income for other tax purposes. Nonetheless, it should be noted that there is legal uncertainty in thisregard because the U.S. Court of Appeals for the Fifth Circuit has held that, for purposes of a different set of rules under the U.S. Internal Revenue Code of 1986, as amended (the“Code”), income derived from certain time chartering activities should be treated as rental income rather than services income. However, the IRS has stated that it disagrees with theholding of this Fifth Circuit case, and that income derived from time chartering activities should be treated as services income. We have not sought, and we do not expect to seek, an IRSruling on this matter. Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law could determine thatwe are a PFIC. No assurance can be given that this result will not occur. In addition, although we intend to conduct our affairs in a manner to avoid, to the extent possible, beingclassified as a PFIC with respect to any taxable year, no assurance can be given that the nature of our operations will not change in the future, or that we will be able to avoid PFIC statusin the future.If the IRS were to find that we are or have been a PFIC for any taxable year, our U.S. stockholders will face adverse U.S. federal income tax consequences. In particular, U.S. stockholderswho are individuals would not be eligible for the current maximum 20% preferential tax rate on qualified dividends. In addition, under the PFIC rules, unless U.S. stockholders makecertain elections available under the Code, such stockholders would be liable to pay U.S. federal income tax at the then-prevailing income tax rates on ordinary income upon the receipt ofexcess distributions and upon any gain from the disposition of our common stock, with interest payable on such tax liability as if the excess distribution or gain had been recognizedratably over the stockholder’s holding period of such stock. The current maximum 20% preferential tax rate for individuals would not be available for this calculation.Our operating income could fail to qualify for an exemption from U.S. federal income taxation, which will reduce our cash flow.Under the Code, 50% of our gross income that is attributable to transportation that begins or ends, but that does not both begin and end, in the U.S. is characterized as U.S. source grosstransportation income and is subject to a 4% U.S. federal income tax without allowance for any deductions, unless we qualify for exemption from such tax under Section 883 of the Code.Based on our review of the applicable United States Securities and Exchange Commission (“SEC”) documents, we believe that we qualified for this statutory tax exemption in 2022 and wewill take this position for U.S. federal income tax return reporting purposes.However, there are factual circumstances that could cause us to lose the benefit of this tax exemption in the future, and there is a risk that those factual circumstances could arise in 2023or future years. For instance, we might not qualify for this exemption if our common stock no longer represents more than 50% of the total combined voting power of all classes of ourstock entitled to vote or of the total value of our outstanding stock. In addition, we might not qualify if holders of our common stock owning a 5% or greater interest in our stock were tocollectively own 50% or more of the outstanding shares of our common stock on more than half the days during the taxable year.23Table of ContentsIf we are not entitled to this exemption for a taxable year, we would be subject in that year to a 4% U.S. federal income tax on our U.S. source gross transportation income. This couldhave a negative effect on our business and would result in decreased earnings available for distribution to our stockholders.We may be subject to taxation in Norway, which could have a material adverse effect on our results of operations and would subject dividends paid by us to Norwegian withholding taxes.If we were considered to be a resident of Norway or to have a permanent establishment in Norway, all or a part of our profits could be subject to Norwegian corporate tax. We operate in amanner so that we do not have a permanent establishment in Norway and so that we are not deemed to reside in Norway, including by having our principal place of business outsideNorway. The management functions below the board level are currently split between Monaco, Norway and Singapore. Our Monaco office holds senior management, our Norwegianoffice retains functions within finance, accounting, investor relations, chartering and operations, whereas our Singapore office holds chartering, operations, newbuilding supervision andtechnical management. Material decisions regarding our business or affairs are made, and our board of directors meetings are held at our principal place of business (includingtelephonically, in the case of some board meetings). However, because two of our directors reside in Norway and we have entered into a management agreement with our Norwegiansubsidiary, DHT Management AS, the Norwegian tax authorities may contend that we are subject to Norwegian corporate tax. If the Norwegian tax authorities make such a contention,we could incur substantial legal costs defending our position and, if we were unsuccessful in our defense, our results of operations would be materially and adversely affected. Inaddition, if we are unsuccessful in our defense against such a contention, dividends paid to our stockholders could be subject to Norwegian withholding taxes.ITEM 4.INFORMATION ON THE COMPANYA.HISTORY AND DEVELOPMENT OF THE COMPANYGeneral InformationDouble Hull Tankers, Inc., or “Double Hull,” was incorporated in April 2005 under the laws of the Marshall Islands as a wholly owned indirect subsidiary of Overseas Shipholding Group,Inc. (“OSG”). In October 2005, DHT Maritime, Inc. completed its initial public offering. During the first half of 2007, OSG sold all of its common stock of DHT Maritime. In June 2008,Double Hull’s stockholders voted to approve an amendment to Double Hull’s articles of incorporation to change its name to DHT Maritime, Inc.On February 12, 2010, DHT Holdings, Inc. was incorporated under the laws of the Marshall Islands, and DHT Maritime became a wholly owned subsidiary of DHT Holdings, Inc. inMarch 2010 until it was dissolved in November 2018. Shares of DHT Holdings, Inc. common stock trade on the NYSE under the ticker symbol “DHT.”Our principal capital expenditures during the last three fiscal years and through the date of this report include $136 million in connection with the acquisition of two VLCCs, $36 millionrelated to 10 exhaust gas cleaning systems and $15 million related to 10 ballast water treatment systems. Our principal divestitures during the same period comprise the sale of six VLCCtankers for a total of $199 million.In February 2013, we relocated our principal executive offices from Jersey, Channel Islands to Bermuda. Our principal executive offices are currently located at Clarendon House, 2Church Street, Hamilton HM 11, Bermuda and our telephone number at that address is +1 (441) 295-1422. We own each of the vessels in our fleet through wholly owned subsidiariesincorporated under the laws of the Marshall Islands or the Cayman Islands. Additionally, we wholly own a subsidiary incorporated under the laws of the Republic of Singapore that doesnot own any vessels. We operate our vessels through our subsidiary management companies in Monaco, Norway and Singapore.We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with these requirements, we file reports andother information as a foreign private issuer with the SEC. You may obtain copies of all or any part of such materials from the SEC upon payment of prescribed fees. You may also inspectreports and other information regarding registrants, such as us, that file electronically with the SEC without charge at a website maintained by the SEC at http://www.sec.gov. Thesedocuments and other important information on our governance are posted on our website and may be viewed at www.dhtankers.com. The information on our website is not a part of thisreport.24Table of ContentsB.BUSINESS OVERVIEWWe operate a fleet of crude oil tankers. As of March 16, 2023, our fleet consisted of 23 VLCC crude oil tankers, all of which are wholly owned by DHT Holdings, Inc. VLCCs are tankersranging in size from 200,000 to 320,000 deadweight tons. As of the date of this report, seven of our 23 vessels are on time charters and 16 vessels are operating in the spot market. Thefleet operates globally on international routes. The 23 VLCCs have a combined carrying capacity of 7,152,498 dwt and an average age of 9.4 years as of the date of this report.RECENT DEVELOPMENTSING Credit FacilityIn January 2023, the Company entered into a new $405.0 million secured credit facility, including a $100 million uncommitted incremental facility, with ING, Nordea, ABN AMRO, CreditAgricole, Danish Ship Finance and SEB, as lenders (the “ING Credit Facility”) for the refinancing of the then-outstanding amount under the ABN AMRO Credit Facility (as defined inItem 5). The ING Credit Facility bears interest at a rate equal to SOFR plus a margin of 1.90%, including the historical Credit Adjustment Spread (CAS) of 26 basis points and has finalmaturity in January 2029.Sale of three VLCCsIn May 2022, the Company entered into agreements to sell DHT Hawk, built 2007, and DHT Falcon, built 2006, for $40 million and $38 million, respectively. The vessels were bothdelivered during the second quarter of 2022 and the sales generated a combined gain of $12.7 million. In August 2022, the Company entered into an agreement to sell DHT Edelweiss,built 2008, for $37 million. The vessel was not fitted with exhaust gas cleaning system and was due for its 3rd Special Survey and installation of ballast water treatment system in the firstquarter of 2023. The vessel was delivered to its new owner during the third quarter of 2022 and the sale generated a gain of $6.8 million.Credit Agricole Credit FacilityIn November 2022, the Company entered into agreement for a $37.5 million refinancing with Credit Agricole. The Credit Agricole Credit Facility bears interest at a rate equal to SOFR plusa margin of 2.05%, including a historical Credit Adjustment Spread (CAS) of 26 basis points and has final maturity in December 2028.CHARTER ARRANGEMENTSThe following summary of the material terms of the employment of our vessels does not purport to be complete and is subject to, and qualified in its entirety by reference to, all of theprovisions of the charters. Because the following is only a summary, it does not contain all information that you may find useful.25Table of ContentsVessel employmentThe following table presents certain features of our vessel employment as of March 16, 2023:VesselType of EmploymentExpiryVLCC DHT MustangTime charterQ2 2023DHT BroncoSpot DHT ColtTime charterQ2 2023DHT StallionSpot DHT TigerSpot DHT HarrierTime charterQ4 2024DHT PumaTime charter with profit sharingQ1 2026DHT PantherSpot DHT OspreyTime charterQ2 2027DHT LionSpot DHT LeopardTime charterQ2 2027DHT JaguarSpot DHT TaigaSpot DHT OpalSpot DHT SundarbansSpot DHT RedwoodSpot DHT AmazonTime charterQ2 2023DHT PeonySpot DHT LotusSpot DHT ChinaSpot DHT EuropeSpot DHT BauhiniaSpot DHT ScandinaviaSpot SHIP MANAGEMENT AGREEMENTSThe following summary of the material terms of our ship management agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to, all theprovisions of the ship management agreements.Technical ManagementOur vessel that flies the French flag is managed by V. Ships France SAS (the “Technical Manager”). Under our ship management agreement with the Technical Manager, the TechnicalManager is responsible for the technical operation and upkeep of the respective vessel, including crewing, maintenance, repairs and drydockings, maintaining required vetting approvalsand relevant inspections, and for ensuring the vessel complies with the requirements of classification societies as well as relevant governments, flag state, environmental and otherregulations and that the respective vessel subsidiary pays the actual cost associated with the technical management and an annual management fee.The ship management agreement with V. Ships France SAS is cancelable by us or the Technical Manager for any reason at any time upon 60 days’ prior written notice to the other. Upontermination, we are required to cover actual crew support cost and severance cost and to pay a management fee for three months following termination. We will be required to obtain theconsent of any applicable charterer and our lenders before we appoint a new manager; however, such consent may not be unreasonably withheld. The technical management for our 22vessels that fly the Hong Kong flag is carried out by our subsidiary, Goodwood Ship Management Pte. Ltd.26Table of ContentsLoss of Hire InsuranceWe may obtain loss of hire insurance that will generally provide coverage against business interruption for periods of more than 60 days per incident (up to a maximum of 180 days perincident per year) following any loss under our hull and machinery policy (mechanical breakdown, grounding, collision or other incidence of damage that does not result in a total loss orconstructive total loss of the vessel).We place the insurance requirements related to the fleet with mutual clubs and underwriters through insurance brokers. Such requirements are, but are not limited to, marine hull andmachinery insurance, protection and indemnity insurance (including pollution risks and crew insurance), war risk insurance, and when viewed as appropriate, loss of hire insurance. Eachvessel subsidiary pays the actual cost associated with the insurance placed for the relevant vessel.OUR FLEETThe following chart summarizes certain information about the vessels in our fleet as of December 31, 2022:CompanyVesselYearBuiltDwtFlag*Yard**ClassificationSociety***Percent ofOwnership VLCC DHT Mustang IncDHT Mustang 52018317,975HKHHIABS100 %DHT Bronco IncDHT Bronco 52018317,975HKHHIABS100 %DHT Colt IncDHT Colt 42018319,713HKDSMELR100 %DHT Stallion IncDHT Stallion 42018319,713HKDSMELR100 %DHT Tiger LimitedDHT Tiger 22017299,629HKHHIABS100 %DHT Harrier IncDHT Harrier 62016299,985HKDSMELR100 %DHT Puma LimitedDHT Puma 22016299,629HKHHIABS100 %DHT Panther LimitedDHT Panther 22016299,629HKHHIABS100 %DHT Osprey IncDHT Osprey 62016299,999HKDSMELR100 %DHT Lion LimitedDHT Lion 22016299,629HKHHIABS100 %DHT Leopard LimitedDHT Leopard 22016299,629HKHHIABS100 %DHT Jaguar LimitedDHT Jaguar 22015299,629HKHHIABS100 %Samco Iota LtdDHT Taiga 12012314,249HKHHIABS100 %DHT Opal IncDHT Opal 32012320,105HKDSMELR100 %Samco Theta LtdDHT Sundarbans 12012318,123HKHHILR100 %Samco Kappa LtdDHT Redwood 12011314,249HKHHIABS100 %Samco Eta LtdDHT Amazon 12011318,130RIFHHILR100 %DHT Peony IncDHT Peony 32011320,013HKBSHICABS100 %DHT Lotus IncDHT Lotus 32011320,142HKBSHICABS100 %Samco Epsilon LtdDHT China 12007317,794HKHHILR100 %Samco Delta LtdDHT Europe 12007317,713HKHHILR100 %DHT Bauhinia IncDHT Bauhinia 32007301,019HKDSMELR100 %Samco Gamma LtdDHT Scandinavia 12006317,826HKHHIABS100 %*HK: Hong Kong; RIF: French International Registry.**HHI: Hyundai Heavy Industries Co., Ltd.; BSHIC: Bohai Shipbuilding Heavy Industries Co., Ltd.; NACKS: Nantong Cosco KHI Engineering Co. Ltd; DSME: Daewoo Shipbuilding &Marine Engineering Co., Ltd.***ABS: American Bureau of Shipping, an American classification society; LR: Lloyd’s Register, a United Kingdom classification society.1Acquired on September 17, 2014.2Delivery dates from HHI for six newbuildings were as follows: DHT Jaguar on November 23, 2015, DHT Leopard on January 4, 2016, DHT Lion on March 15, 2016, DHT Panther onAugust 5, 2016, DHT Puma on August 31, 2016 and DHT Tiger on January 16, 2017.3Delivery dates for the vessels acquired from BW Group Limited (“BW Group”) were as follows: DHT Opal on April 24, 2017, DHT Peony on April 29, 2017, DHT Bauhinia on June13, 2017 and DHT Lotus on June 20, 2017.4Delivery dates from DSME for the two newbuildings acquired from BW Group were as follows: DHT Stallion on April 27, 2018 and DHT Colt on May 25, 2018.5Delivery dates from HHI for the two newbuildings were as follows: DHT Bronco on July 27, 2018 and DHT Mustang on October 8, 2018.6Delivery dates were as follows: DHT Harrier on February 18, 2021 and DHT Osprey on April 12, 2021.27Table of ContentsCOMPETITIONThe operation of tanker vessels and transportation of crude and petroleum products is highly competitive. We compete not only with other tanker owners, but also with fleets controlledby our customers. We primarily compete for charters on the basis of price, however, vessel condition, location, size, and age, in addition to our reputation as an operator, may impact ourcompetitive position. Our competitive position may also be affected by price dislocation between other sizes of vessels that could enter the trades in which we engage.SEASONALITYWe operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, charter rates. Peaks in tanker demand quite often precede seasonal oilconsumption peaks, as refiners and suppliers anticipate consumer demand. Historically, seasonal peaks in oil demand can broadly be classified into two main categories: (1) increaseddemand prior to Northern Hemisphere winters as heating oil consumption increases and (2) increased demand for gasoline prior to the summer driving season in the United States. Asiahas emerged as the most important region for demand of oil and oil transportation. Seasonality in Asia differs from that of the United States, hence the historical seasonality has becomeless pronounced and less predictable. Unpredictable weather patterns and variations in oil inventories could disrupt tanker scheduling. Variations in regional economic activity andseasonality may result in quarter-to-quarter volatility in our operating results, as the majority of our vessels trade in the spot market. However, to the extent that our vessels are charteredat fixed rates on a long-term basis, seasonal factors will not have a significant direct effect on our business.RISK OF LOSS AND INSURANCEOur operations may be affected by a number of risks, including mechanical failure of the vessels, collisions, property loss to the vessels, cargo loss or damage and business interruptiondue to political circumstances in foreign countries, hostilities and labor strikes. In addition, the operation of any ocean-going vessel is subject to the inherent possibility of catastrophicmarine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade.Each of DHT Management AS and DHT Ship Management (Singapore) Pte. Ltd. is responsible for arranging the insurance of our vessels on terms in line with standard industry practice.We are responsible for the payment of premiums. Each of DHT Management AS and DHT Ship Management (Singapore) Pte. Ltd. has arranged for marine hull and machinery and warrisks insurance, which includes the risk of actual or constructive total loss, and protection and indemnity insurance with mutual assurance associations. Each of DHT Management ASand DHT Ship Management (Singapore) Pte. Ltd. may also arrange for loss of hire insurance in respect of each of our vessels, subject to the availability of such coverage at commerciallyreasonable terms. Loss of hire insurance generally provides coverage against business interruption following any loss under our hull and machinery policy. Currently, we have obtainedloss of hire insurance that generally provides coverage against business interruption for periods of more than 60 days (up to a maximum of 180 days) following any loss under our hulland machinery policy (mechanical breakdown, grounding, collision or other incidence of damage that does not result in a total loss of the vessel). Currently, the amount of coverage forliability for pollution, spillage and leakage available to us on commercially reasonable terms through protection and indemnity associations and providers of excess coverage is $1 billionper vessel per occurrence. Protection and indemnity associations are mutual marine indemnity associations formed by shipowners to provide protection from large financial loss to onemember by contribution towards that loss by all members.28Table of ContentsWe believe that our anticipated insurance coverage will be adequate to protect us against the accident-related risks involved in the conduct of our business and that we will maintainappropriate levels of environmental damage and pollution insurance coverage, consistent with standard industry practice. However, there is no assurance that all risks are adequatelyinsured against, that any particular claims will be paid or that we will be able to obtain adequate insurance coverage at commercially reasonable rates in the future following terminationof the ship management agreements.INSPECTION BY A CLASSIFICATION SOCIETYEvery commercial vessel’s hull and machinery is evaluated by a classification society authorized by its country of registry. The classification society certifies that the vessel has beenbuilt and maintained in accordance with the rules of the classification society and complies with applicable rules and regulations of the vessel’s country of registry and the internationalconventions of which that country is a member. Each vessel is inspected by a surveyor of the classification society in three surveys of varying frequency and thoroughness: every yearfor the annual survey, every two to three years for intermediate surveys and every four to five years for special surveys. Should any defects be found, the classification surveyor willissue a “recommendation” for appropriate repairs which have to be made by the shipowner within the time limit prescribed. Vessels may be required, as part of the annual andintermediate survey process, to be drydocked for inspection of the underwater portions of the vessel and for necessary repair stemming from the inspection. Special surveys alwaysrequire drydocking, whereas intermediate surveys require drydocking from the fourth intermediate survey, typically when a vessel turns 17.5 years of age.Each of our vessels has been certified as being “in class” by a member society of the International Association of Classification Societies, indicated in the table on page 27 of this report.ENVIRONMENTAL REGULATIONGovernment regulation significantly affects the ownership and operation of our tankers. They are subject to international conventions and national, state and local laws and regulationsin force in the countries in which our tankers operate or are registered. Under our ship management agreements, the Technical Managers have assumed technical managementresponsibility for the vessels in our fleet, including responsibility for compliance with all government and other regulations. If our ship management agreements with the TechnicalManagers terminate, we would attempt to hire another party to assume this responsibility, which includes compliance with the regulations described herein and any costs associatedwith such compliance. However, in such event, we may be unable to hire another party to perform these and other services, and we may incur substantial costs to comply withenvironmental requirements.A variety of governmental and private entities subject our tankers to both scheduled and unscheduled inspections. These entities include the local port authorities (U.S. Coast Guard,harbor master or equivalent), classification societies, flag state administration (country of registry) and charterers, particularly terminal operators and oil companies. Certain entities alsorequire us to obtain permits, licenses and certificates for the operation of our tankers. Failure to maintain necessary permits or approvals could require us to incur substantial costs ortemporarily suspend operation of one or more of our tankers. We believe that the heightened level of environmental and quality concerns among insurance underwriters, regulators andcharterers is leading to greater inspection and safety requirements on all tankers. Increasing environmental concerns may create demand for tankers that conform to the stricterenvironmental standards. Under our ship management agreements, the Technical Managers are required to maintain operating standards for our tankers emphasizing operational safety,quality maintenance, continuous training of our officers and crews and compliance with U.S. and international regulations. We believe that the operation of our vessels is in substantialcompliance with applicable environmental laws and regulations; however, because such laws and regulations are frequently changed and may impose increasingly stringentrequirements, it is difficult to accurately predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of ourtankers. In addition, a future serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impact could result in additionallegislation or regulation that could negatively affect our profitability.29Table of ContentsInternational Maritime OrganizationIn September 1997, the IMO adopted Annex VI to the International Convention for the Prevention of Pollution from Ships to address air pollution from ships. Annex VI, which becameeffective in May 2005, sets limits on sulfur oxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances, such aschlorofluorocarbons. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas, known as emission control areas, or “ECAs,” to be establishedwith more stringent controls on sulfur emissions. Currently, the Baltic Sea, the North Sea, certain coastal areas of North America and the U.S. Caribbean Sea are designated ECAs. In July2010, the IMO amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide particulate matter and ozone depleting substances came into effect. These standards seek toreduce air pollution from vessels by, among other things, establishing a series of progressive standards to further limit the sulfur content of fuel oil and by establishing new standards toreduce emissions of nitrogen oxide, with a more stringent “Tier III” emission limit applicable to engines installed on or after January 1, 2016. As of January 1, 2020, all ships are requiredunder the rules applying to sulfur content (commonly referred to as “IMO 2020”) to comply with a lower global sulfur limit by using fuel with a sulfur content of 0.5% m/m, by usingliquefied natural gas for fuel, or by installing an exhaust gas cleaning system. As a result, ships must either use Very Low Sulphur Fuel Oil (VLSFO) to comply with the new limit orcontinue to use heavy fuel oil in combination with an exhaust gas cleaning system. The U.S. ratified the Annex VI amendments in 2008, thereby rendering its emissions standardsequivalent to IMO requirements. Please see the discussion of the U.S. Clean Air Act under “U.S. Requirements” below for information on the ECA designated in North America and theHawaiian Islands.Under the International Safety Management Code, or “ISM Code,” promulgated by the IMO, the party with operational control of a vessel is required to develop an extensive safetymanagement system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vesselssafely and describing procedures for responding to emergencies. The Technical Managers will rely upon their respective safety management systems.The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a vessel’s management withcode requirements for a safety management system. No vessel can obtain a certificate unless its operator has been awarded a document of compliance, issued by each flag state, underthe ISM Code. All requisite documents of compliance have been obtained with respect to the operators of all our vessels and safety management certificates have been issued for all ourvessels for which the certificates are required by the IMO. These documents of compliance and safety management certificates are renewed as required.Noncompliance with the ISM Code and other IMO regulations may subject the shipowner or charterer to increased liability, lead to decreases in available insurance coverage for affectedvessels and result in the denial of access to, or detention in, some ports. For example, the U.S. Coast Guard and European Union authorities have indicated that vessels not in compliancewith the ISM Code will be prohibited from trading in U.S. and European Union ports. Many countries have ratified and follow the liability plan adopted by the IMO and set out in theInternational Convention on Civil Liability for Oil Pollution Damage of 1969, or the “1969 Convention.” Some of these countries have also adopted the 1992 Protocol to the 1969Convention, or the “1992 Protocol.” Under both the 1969 Convention and the 1992 Protocol, a vessel’s registered owner is strictly liable, subject to certain affirmative defenses, forpollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain complete defenses. These conventions also limit the liability of theshipowner under certain circumstances to specified amounts that have been revised from time to time and are subject to exchange rates. In addition, the International Convention for theControl and Management of Ships’ Ballast Water and Sediments, or BWM Convention, was ratified in September 2016 and came into force in September 2017. The BWM Conventionprovides for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits. The cost of compliance with suchballast water treatment requirements, including the installation of ballast water treatment systems, could increase for ocean carriers, and these costs may be material. As of the date ofthis report, all of our vessels have ballast water treatment systems installed.30Table of ContentsThe International Convention on Civil Liability for Bunker Oil Damage (the “Bunker Convention”), which became effective in November 2008, imposes strict liability on vessel owners forpollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention also requires registered owners of vessels over 1,000 grosstons to maintain insurance in specified amounts to cover liability for bunker fuel pollution damage. Each of our vessels has been issued a certificate attesting that insurance is in force inaccordance with the Bunker Convention.IMO regulations also require owners and operators of vessels to adopt Shipboard Oil Pollution Emergency Plans, or “SOPEPs.” Periodic training and drills for response personnel andfor vessels and their crews are required. In addition to SOPEPs, the Technical Managers have adopted Shipboard Marine Pollution Emergency Plans for our vessels, which coverpotential releases not only of oil but of any noxious liquid substances.U.S. RequirementsThe U.S. regulates the tanker industry with an extensive regulatory and liability regime for environmental protection and cleanup of oil spills, consisting primarily of the OPA, and theComprehensive Environmental Response, Compensation, and Liability Act, or “CERCLA.” OPA affects all owners and operators whose vessels trade with the U.S., its territories orpossessions, or whose vessels operate in the waters of the U.S., which include the U.S. territorial sea and the 200-nautical-mile exclusive economic zone around the U.S. CERCLA appliesto the discharge of hazardous substances (other than petroleum) whether on land or at sea. Both OPA and CERCLA impact our business operations.Under OPA, vessel owners, operators and bareboat or demise charterers are “responsible parties” who are liable, without regard to fault, for all containment and clean-up costs and otherdamages, including property and natural resource damages and economic loss without physical damage to property, arising from oil spills and pollution from their vessels.Per U.S. Coast Guard regulation, limits of liability under OPA are equal to the greater of $2,300 per gross ton or $19.943 million for any double-hull tanker, such as our vessels, that is over3,000 gross tons (subject to periodic adjustment for inflation). CERCLA, which applies to owners and operators of vessels, contains a similar liability regime and provides for cleanup,removal and natural resource damages. Liability under CERCLA for a release or incident involving a release of hazardous substances is limited to the greater of $300 per gross ton or $5million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $0.5 million for any other vessel. These OPA and CERCLA limits of liability do notapply if an incident was directly caused by violation of applicable U.S. federal safety, construction or operating regulations or by a responsible party’s gross negligence, willfulmisconduct, refusal to report the incident or refusal to cooperate and assist in connection with oil removal activities.OPA specifically permits individual U.S. coastal states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states haveenacted legislation providing for unlimited liability for oil spills.OPA also requires owners and operators of vessels to establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet the limit of their potentialstrict liability under the Act. The U.S. Coast Guard has enacted regulations requiring evidence of financial responsibility consistent with the aggregate limits of liability described abovefor OPA and CERCLA. Under the regulations, evidence of financial responsibility may be demonstrated by insurance, surety bond, self-insurance, guaranty or an alternative methodsubject to approval by the Director of the U.S. Coast Guard National Pollution Funds Center. Under OPA regulations, an owner or operator of more than one tanker is required todemonstrate evidence of financial responsibility for the entire fleet in an amount equal only to the financial responsibility requirement of the tanker having the greatest maximum strictliability under OPA and CERCLA. The Technical Managers have provided the requisite guarantees and received certificates of financial responsibility from the U.S. Coast Guard for eachof our tankers that are required to have one.We have arranged insurance for each of our tankers with pollution liability insurance in the amount of $1 billion. However, a catastrophic spill could exceed the insurance coverageavailable, in which event there could be a material adverse effect on our business and on the Technical Managers’ business, which could impair the Technical Managers’ ability tomanage our vessels.31Table of ContentsOPA also amended the federal Water Pollution Control Act, commonly referred to as the Clean Water Act (the “CWA”), to require owners and operators of vessels to adopt vesselresponse plans for reporting and responding to oil spill scenarios up to a “worst case” scenario and to identify and ensure, through contracts or other approved means, the availabilityof necessary private response resources to respond to a “worst case discharge.” In addition, periodic training programs and drills for shore and response personnel and for vessels andtheir crews are required. Vessel response plans for our tankers operating in the waters of the U.S. have been approved by the U.S. Coast Guard. In addition, the U.S. Coast Guard hasproposed similar regulations requiring certain vessels to prepare response plans for the release of hazardous substances.The CWA prohibits the discharge of oil or hazardous substances in U.S. navigable waters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the formof penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages. Furthermore, most U.S. states that border anavigable waterway have enacted laws that impose strict liability for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws maybe more stringent than U.S. federal law.The EPA regulates the discharge of ballast water and other substances in U.S. waters under the CWA. Effective February 6, 2009, EPA regulations require vessels 79 feet in length orlonger (other than commercial fishing and recreational vessels) to comply with a Vessel General Permit, or “VGP,” authorizing ballast water discharges and other discharges incidental tothe operation of vessels. The VGP requires owners and operators to comply with a range of best management practices, reporting requirements and other standards for a number ofvessel discharges. The current VGP, which became effective in December 2013, contains more stringent requirements, including numeric ballast water discharge limits (that generally alignwith the most recent U.S. Coast Guard standards issued in 2012), requirements to ensure ballast water treatment systems are functioning correctly, and more stringent limits for oil to seainterfaces and exhaust gas cleaning system wastewater. Vessels calling U.S. ports are required to have Coast Guard approved ballast water management systems installed by their firstregular drydocking after January 1, 2016, with few exceptions. The 2013 VGP was issued with an effective period of December 19, 2013 to December 18, 2018. The Vessel IncidentalDischarge Act, or “VIDA,” enacted on December 4, 2018, requires the EPA and Coast Guard to develop new performance standards and enforcement regulations and extends the 2013VGP provisions until new regulations are final and enforceable. U.S. Coast Guard regulations adopted under the U.S. National Invasive Species Act, or NISA, also impose mandatoryballast water management practices for all vessels equipped with ballast water tanks entering or operating in U.S. waters, including limits regarding ballast water releases.The U.S. Clean Air Act of 1970, as amended by the Clean Air Act Amendments of 1977 and 1990, or the CAA, requires the EPA to promulgate standards applicable to emissions ofvolatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting,cleaning and conducting other operations in regulated port areas and emission standards for so-called Category 3 marine diesel engines operating in U.S. waters. In April 2010, the EPAadopted new emission standards for Category 3 marine diesel engines equivalent to those adopted in the amendments to Annex VI to MARPOL. The emission standards apply in twostages: near-term standards apply to engines constructed on or after January 1, 2011, and long-term standards, requiring an 80% reduction in nitrogen dioxides (NOx), apply to enginesconstructed on or after January 1, 2016. Compliance with these standards may cause us to incur costs to install control equipment on our vessels.The CAA also requires states to draft State Implementation Plans, or SIPs, designed to attain national health-based air quality standards. Several SIPs regulate emissions resulting fromvessel loading and unloading operations by requiring the installation of vapor control equipment. As indicated above, our vessels operating in covered port areas are already equippedwith vapor recovery systems that satisfy these existing requirements. Under regulations that became effective in January 1, 2014, vessels sailing within 24 miles of the California coastlinewhose itineraries call for them to enter any California ports, terminal facilities, or internal or estuarine waters must use marine fuels with a sulfur content equal to or less than 0.1% m/m(1,000 ppm).The IMO’s Maritime Environmental Protection Committee, or “MEPC,” has designated the area extending 200 miles from the U.S. and Canadian territorial sea baseline adjacent to theAtlantic/Gulf and Pacific coasts and the eight main Hawaiian Islands as an ECA under the MARPOL Annex VI amendments. As of January 1, 2015, fuel used by all vessels operating inthe ECA cannot exceed 0.1% m/m sulfur. Effective January 1, 2016, NOx after-treatment requirements also apply. Additional ECAs include the Baltic Sea, North Sea and Caribbean Sea. Ifother ECAs are approved by the IMO or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the EPAor the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.32Table of ContentsEuropean Union Tanker RestrictionsThe European Union has adopted legislation that will: (1) ban manifestly sub-standard vessels (defined as those over 15 years old that have been detained by port authorities at leasttwice in a six-month period) from European waters and create an obligation of port states to inspect vessels posing a high risk to maritime safety or the marine environment; and (2)provide the European Union with greater authority and control over classification societies, including the ability to seek to suspend or revoke the authority of negligent societies.The European Union has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/EC/33 (amendingDirective 1999/32/EC) introduced parallel requirements in the European Union to those in MARPOL Annex VI in respect of the sulfur content of marine fuels. In addition, it hasintroduced a 0.1% m/m maximum sulfur requirement for fuel used by ships at berth in EU ports, effective January 1, 2010.Greenhouse Gas RegulationConcerns surrounding climate change may lead certain international or multinational bodies or individual countries to propose and/or adopt new climate change initiatives. For example,in 2015 the United Nations Framework Convention on Climate Change, or UNFCCC, adopted the Paris Agreement, an international framework with the intent of reducing global GHGemissions. In October 2016, the EU formally ratified the Paris Agreement, thus establishing its entry into force on November 4, 2016. Although the Paris Agreement does not requireparties to the agreement to adopt emissions controls for the shipping industry, a new treaty or other applicable requirements could be adopted in the future that includes suchrestrictions.Additionally, the MEPC has implemented two energy efficiency standards for new and currently operating vessels—the Energy Efficiency Design Index and the Ship Energy EfficiencyManagement Plan, which entered into force in January 2013. Effective January 1, 2018, the EU’s MRV Regulation requires all ships over 5,000 tons loading or unloading cargo orpassengers in EU ports to monitor, report and verify their carbon dioxide emissions.MEPC also finalized and adopted amendments to the International Convention for the Prevention of Pollution from Ships (“MARPOL”) Annex VI that will require ships to reduce theirGHG emissions. These amendments combine technical and operational approaches to improve the energy efficiency of ships, and provide important building blocks for future GHGreduction measures. On November 1, 2022, carbon intensity measures came into force that require ships to calculate their Energy Efficiency Index (“EEXI”), which indicates a ship’sefficiency compared to a specified baseline, and their annual operational Carbon Intensity Indicator (CII) and CII rating. The EEXI could lead to technical steps, such as power limitationsor installations of technical features, to improve the energy efficiency of ships. The CII rating will be on a scale from A to E, with E as the lowest score. If ships rate D for threeconsecutive years or E for a single year, they must develop corrective action plans to achieve the required annual operational CII. Such plans may include potentially significant capitalexpenditures and investments for existing ships to stay in compliance. The CII will be calculated annually and implemented as an operational carbon intensity measure to benchmark andimprove efficiency. The regulations and framework will be reviewed by January 1, 2026.The U.S. has adopted regulations to limit greenhouse gas emissions from certain mobile and large stationary sources. Although these regulations do not apply to greenhouse gasemissions from ships, the EPA may regulate greenhouse gas emissions from ocean-going vessels in the future. Any passage of climate control legislation or other regulatory initiativesby the IMO, EU, the U.S. or other countries where we operate, or any treaty adopted or amended at the international level that restricts emissions of greenhouse gases, could require usto make significant financial expenditures or otherwise impact our vessels or their operation in ways that we cannot predict with certainty at this time.33Table of ContentsVESSEL SECURITY REGULATIONSA number of initiatives have been introduced to enhance vessel security. On November 25, 2002, the Maritime Transportation Security Act of 2002 (the “MTSA”) was signed into law. Toimplement certain portions of the MTSA, the U.S. Coast Guard issued regulations in July 2003 requiring the implementation of certain security requirements aboard vessels operating inwaters subject to the jurisdiction of the U.S. Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. Thisnew chapter came into effect in July 2004 and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the International Ship andPort Facilities Security Code (the “ISPS Code”).The ISPS Code requires vessels to develop and maintain a ship security plan that provides security measures to address potential threats to the security of ships or port facilities.Although each of our vessels is ISPS Code-certified, any failure to comply with the ISPS Code or maintain such certifications may subject us to increased liability and may result in denialof access to, or detention in, certain ports. Furthermore, compliance with the ISPS Code requires us to incur certain costs. Although such costs have not been material to date, if new ormore stringent regulations relating to the ISPS Code are adopted by the IMO and the flag states, these requirements could require significant additional capital expenditures or otherwiseincrease the costs of our operations. Among the various requirements are:•on-board installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications;•on-board installation of ship security alert systems;•the development of ship security plans; and•compliance with flag state security certification requirements.The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures; provided such vesselshave on board a valid “International Ship Security Certificate” that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code. We have implemented thevarious security measures required by the IMO, SOLAS and the ISPS Code and have approved ISPS certificates and plans certified by the applicable flag state on board all our vessels.LEGAL PROCEEDINGSThe nature of our business, which involves the acquisition, chartering and ownership of our vessels, exposes us to the risk of lawsuits for damages or penalties relating to, among otherthings, personal injury, property casualty and environmental contamination. Under rules related to maritime proceedings, certain claimants may be entitled to attach charter hire payableto us in certain circumstances. There are no actions or claims pending against us as of the date of this report.34Table of ContentsC.ORGANIZATIONAL STRUCTUREThe following table sets forth our significant subsidiaries and the vessels owned or operated by each of those subsidiaries, if any, as of December 31, 2022.SubsidiaryVesselState of Jurisdictionor IncorporationPercent ofownershipDHT Management S.A.M. Monaco99%1DHT Management AS Norway100%DHT Ship Management (Singapore) Pte. Ltd. Singapore100%DHT Chartering (Singapore) Pte. Ltd. Singapore100%Goodwood Ship Management Pte. Ltd. Singapore 53%DHT Bauhinia, Inc.DHT BauhiniaMarshall Islands100%DHT Bronco, Inc.DHT BroncoMarshall Islands100%DHT Colt, Inc.DHT ColtMarshall Islands100%DHT Edelweiss, Inc. 2 Marshall Islands100%DHT Falcon, Inc. 2 Marshall Islands100%DHT Harrier Inc.DHT HarrierMarshall Islands100%DHT Hawk, Inc. 2 Marshall Islands100%DHT Jaguar LimitedDHT JaguarMarshall Islands100%DHT Leopard LimitedDHT LeopardMarshall Islands100%DHT Lion LimitedDHT LionMarshall Islands100%DHT Lotus, Inc.DHT LotusMarshall Islands100%DHT Mustang, Inc.DHT MustangMarshall Islands100%DHT Opal, Inc.DHT OpalMarshall Islands100%DHT Osprey Inc.DHT OspreyMarshall Islands100%DHT Panther LimitedDHT PantherMarshall Islands100%DHT Peony, Inc.DHT PeonyMarshall Islands100%DHT Puma LimitedDHT PumaMarshall Islands100%DHT Stallion, Inc.DHT StallionMarshall Islands100%DHT Tiger LimitedDHT TigerMarshall Islands100%Samco Delta Ltd.DHT EuropeCayman Islands100%Samco Epsilon Ltd.DHT ChinaCayman Islands100%Samco Eta Ltd.DHT AmazonCayman Islands100%Samco Gamma Ltd.DHT ScandinaviaCayman Islands100%Samco Iota Ltd.DHT TaigaCayman Islands100%Samco Kappa Ltd.DHT RedwoodCayman Islands100%Samco Theta Ltd.DHT SundarbansCayman Islands100%1 The remaining 1% of DHT Management S.A.M is owned by the President & Chief Executive Officer2 Dormant companyD.PROPERTY, PLANT AND EQUIPMENTRefer to “Item 4. Information on the Company—Business Overview—Our Fleet” above for a discussion of our property, plant and equipment.ITEM 4A.UNRESOLVED STAFF COMMENTSNone.ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTSMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSYou should read the following discussion and analysis in conjunction with our consolidated financial statements, and the related notes included elsewhere in this report. ThisManagement’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements based on assumptions about our future business.Please see “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions relating to these statements. Our actual resultsmay differ from those contained in the forward-looking statements and such differences may be material.35Table of ContentsBUSINESSWe currently operate a fleet of 23 VLCC crude oil tankers, all of which are wholly owned by DHT Holdings, Inc. VLCCs are tankers ranging in size from 200,000 to 320,000 deadweighttons, or “dwt”. As of the date of this report, seven of the vessels are on time charters and 16 vessels are operating in the spot market. The fleet operates globally on international routes.The 23 VLCCs have a combined carrying capacity of 7,152,498 dwt and an average age of 9.4 years as of the date of this report.As of March 2023, we have entered into ship management agreements with two Technical Managers: Goodwood and V.Ships (France). Goodwood is owned 53% by DHT and managesour vessels flying the Hong Kong flag. V.Ships (France) manages the vessel flying the French flag. The Technical Managers are generally responsible for the technical operation andupkeep of our vessels, including crewing, maintenance, repairs and drydockings, maintaining required vetting approvals and relevant inspections, and for ensuring our fleet complieswith the requirements of classification societies as well as relevant governments, flag states, environmental and other regulations. Under the ship management agreements, each vesselsubsidiary pays the actual cost associated with the technical management and an annual management fee for the relevant vessel.FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITIONThe principal factors that affect our results of operations and financial condition include:•with respect to vessels on charter, the charter rate that we are paid;•with respect to vessels operating in the spot market, the revenues earned by such vessels and cost of bunkers;•our vessels’ operating expenses;•our insurance premiums and vessel taxes;•the required maintenance capital expenditures related to our vessels;•the required capital expenditures related to newbuilding orders;•our ability to access capital markets to finance our fleet;•our vessels’ depreciation and potential impairment charges;•our general and administrative and other expenses;•our interest expense including any interest swaps;•any future vessel sales and acquisitions;•general market conditions when charters expire;•fluctuations in the supply of and demand for oil transportation;•the impact of the COVID-19 pandemic (and variants that may emerge); and•prepayments under our credit facilities to remain in compliance with covenants.Our revenues are principally derived from time charter hire and by vessels operating in the spot market. Freight rates are sensitive to patterns of supply and demand for oiltransportation. Rates for the transportation of crude oil are determined by market forces, such as the supply and demand for oil, the distance that cargoes must be transported and thenumber of vessels available at the time such cargoes need to be transported. The demand for oil transportation is affected by the state of the global economy and commercial andstrategic inventory building of oil, among other things. The number of vessels is affected by the construction of new vessels and by the retirement of existing vessels from service. Thetanker industry has historically been cyclical, experiencing volatility in freight rates, profitability and vessel values (refer to “Item 3.D. Risk Factors—Risks Relating to Our Industry”).36Table of ContentsOur expenses consist primarily of voyage expenses, hereunder primarily cost of bunkers and port charges; vessel operating expenses, hereunder crew cost, maintenance expenses, spareparts, various consumables, insurance premium expenses; interest expense, financing expenses, depreciation expense, impairment charges, vessel taxes and general and administrativeexpenses.With respect to vessels on time charters, the charterers generally pay us charter hire monthly, fully or partly, in advance. With respect to vessels operating in the spot market, ourcustomers typically pay us the freight upon discharge of the cargo. We fund daily vessel operating expenses under our ship management agreements monthly in advance. We arerequired to pay interest under our secured credit facilities quarterly or semiannually in arrears, insurance premiums either annually or more frequently (depending on the policy) and ourvessel taxes, registration dues and classification expenses annually.MARKET OUTLOOK FOR 2023The macroeconomic backdrop for our market is complex. Following a period of significant financial stimulus from central banks, the main global economic regions are facing inflationarypressure which is being met with rising interest rates with the goal of forcing an economic slowdown and taming inflation. In parallel, important events are taking place, directly impactingour market and outlook. Firstly, Russia and Ukraine are involved in an ongoing conflict. As Russia has been a significant supplier of oil and gas historically, the conflict is challengingenergy security and disrupting trade flows. This has reduced the productivity of the global tanker fleet through longer transportation distances and more intricate logistics,consequently increasing demand for transportation. Secondly, China is reopening its society following strict lockdown in response to COVID-19. This has restarted economic activityand, amongst other factors , increased demand for oil imports and related transportation.The orderbook for supply of new ships is rapidly decreasing with contracted new supply essentially coming to an end within 2023. The fleet in the water is quickly becoming older withroughly 30% of the VLCC fleet now older than 15-years, and about 14% of the fleet older than 20-years. Many older ships are engaged in what is referred to as the “shadow fleet”, shipsinvolved in transporting either partly or fully sanctioned oil. This phenomenon is removing ships from the global sanctions-compliant fleet with a low probability of returning to theregular and sanctions-compliant market. Factors discouraging shipowners from ordering new ships include high prices, long lead-time for delivery, and in the energy transition context,uncertainty about future fuels both in terms of availability and cost.The tanker market recovery has commenced, with a turning point last fall of a flattening forward oil price curve coinciding with the WTI oil being discounted versus Middle Easterngrades, driven by U.S. SPR releases that boosted U.S. exports. Leading agencies forecast growing demand for oil, and we expect healthy demand for our services.Our strategy continues to be based on the following core principles:-an experienced organization focused on first rate operations and customer service;-maintain a prudent capital structure and robust cash break-even levels for our fleet that promote staying power through the business cycles;-combination of market exposure and fixed income for our fleet amd-countercyclical philosophy with respects to investments, employment of our fleet and capital allocation.37Table of ContentsA.RESULTS OF OPERATIONSIncome from Vessel OperationsShipping revenues increased by $154.5 million, or 52.2%, to $450.4 million in 2022 from $295.9 million in 2021. The increase from 2021 to 2022 includes $168.6 million attributable to highertanker rates partly offset by $14.1 million attributable to a decrease in total revenue days as a result of sale of vessels. Shipping revenues decreased by $395.2 million, or 57.2%, to $295.9million in 2021 from $691.0 million in 2020. The decrease from 2020 to 2021 includes $366.8 million attributable to lower tanker rates and $28.3 million attributable to a decrease in totalrevenue days as a result of scheduled off-hire in connection with special surveys, installation of ballast water treatment systems and installations of exhaust gas cleaning systems.Other revenues for 2022 were $3.8 million and mainly relate to technical management services provided.The Company recorded a gain of $19.5 million for 2022 related to sale of vessels compared to a gain of $15.2 million for 2021 related to the same.There was no other income for 2022, whereas other income for 2021 was $4.6 million which related to the distribution of equity received from The Norwegian Shipowner’s Mutual WarRisk Insurance Association.Voyage expenses increased by $93.1 million to $185.5 million in 2022 from $92.4 million in 2021. The increase was due to more vessels in the spot market and higher bunker pricesrepresenting a $81.3 million increase in bunker expenses and a $12.7 million increase in port expenses. Voyage expenses decreased by $48.2 million to $92.4 million in 2021 from $140.6million in 2020. The decrease was due to fewer vessels in the spot market representing a $33.2 million decrease in bunker expenses, a $8.6 million decrease in port expenses and a $4.6million decrease in broker commission.Vessel operating expenses decreased by $4.0 million to $73.8 million in 2022 from $77.8 million in 2021. The decrease was due to a 8.7% decrease in operating days from 9,777 days in 2021to 8,929 days in 2022. Vessel operating expenses decreased by $4.4 million to $77.8 million in 2021 from $82.2 million in 2020. The decrease was due to a 1.1% decrease in operating daysfrom 9,882 days in 2020 to 9,777 days in 2021 in addition to up storing of spares and consumables in relation to IMO 2020 in 2020.Depreciation and amortization expenses, including depreciation of capitalized drydocking cost, decreased by $5.3 million to $123.3 million in 2022 from $128.6 million in 2021. The decreaseresulted from a decrease in depreciation related to vessels of $5.1 million, a decrease in depreciation of docking of $1.9 million, partly offset by additional depreciation related to exhaustgas cleaning systems of $1.4 million. Depreciation and amortization expenses, including depreciation of capitalized drydocking cost, increased by $4.4 million to $128.6 million in 2021from $124.2 million in 2020. The increase resulted from additional depreciation related to exhaust gas cleaning systems of $5.8 million, partly offset by a decrease in depreciation related tovessels of $1.5 million.There were no impairment charges or reversals of prior impairment charges in 2022. There were no impairment charges or reversals of prior impairment charges in 2021. Impairmentcharges totaled $12.6 million in 2020 due to a decline in market values for second-hand tankers combined with the observed deterioration in the current charter rates and the expectationof a softer market in the short to medium time frame. Please refer to “Item 5. Operating and Financial Review and Prospects—Critical Accounting Estimates—Carrying Value andImpairment” for a discussion of the key reasons for impairment charges.General and administrative expenses in 2022 were $16.9 million (of which $4.2 million was non-cash cost related to restricted share agreements for our management and board ofdirectors), compared to $16.6 million in 2021 (of which $4.4 million was non-cash cost related to restricted share agreements for our management and board of directors) and $17.9 millionin 2020 (of which $4.8 million was non-cash cost related to restricted share agreements for our management and board of directors).General and administrative expenses for 2022, 2021 and 2020 include directors’ fees and expenses, the salary and benefits of our executive officers, legal fees, fees of independentauditors and advisors, directors and officers insurance, rent and miscellaneous fees and expenses.38Table of ContentsInterest Expense and Amortization of Deferred Debt Issuance CostNet financial expenses were $11.6 million in 2022 compared to $11.3 million in 2021. The increase was due to a $3.0 million gain related to debt modification in 2021, partly offset by a non-cash gain of $15.0 million related to interest rate derivatives in 2022 compared to a non-cash gain of $12.5 million in 2021. Net financial expenses were $11.3 million in 2021 compared to$46.4 million in 2020. The decrease was due to a non-cash gain of $12.5 million related to interest rate derivatives in 2021 compared to a non-cash loss of $8.1 million in 2020 and $12.7million decrease in interest expenses due to reduced outstanding debt and a reduction in LIBOR.B.LIQUIDITY AND SOURCES OF CAPITALWe operate in a capital-intensive industry. We fund our working capital requirements with cash from operations to cover our voyage expenses, operating expenses, payments of interest,payments of insurance premiums, payments of vessel taxes, the payment of principal under our secured credit facilities, capital expenses related to periodic maintenance of our vessels,payment of dividends, and securities repurchases. We collect our time charter hire from our vessels on charters monthly in advance and fund our estimated vessel operating costsmonthly in advance. With respect to vessels operating in the spot market, the charterers typically pay us upon discharge of the cargo. We finance our vessel acquisitions, includingnewbuilding contracts, with a combination of cash generated from operations, debt secured by our vessels, and the sale of equity.In March 2020, our board of directors approved a repurchase through March 2021 of up to $50 million of DHT securities through open market purchases, negotiated transactions or othermeans in accordance with applicable securities laws. In 2020, the Company did not repurchase or retire any shares of common stock. In March 2021, our board of directors approved arepurchase through March 2022 of up to $50 million of DHT securities through open market purchases, negotiated transactions or other means in accordance with applicable securitieslaws. In 2021, the Company repurchased and retired 5,513,254 shares of common stock in the open market at an average price of $5.82 per share. In March 2022, our board of directorsapproved a repurchase through March 2023 of up to $50 million of DHT securities through open market purchases, negotiated transactions or other means in accordance with applicablesecurities laws. In 2022, the Company repurchased and retired 4,326,379 shares of common stock in the open market at an average price of $5.71 per share. In March 2023, our board ofdirectors approved a repurchase through March 2024 of up to $100 million of DHT securities through open market purchases, negotiated transactions or other means in accordance withapplicable securities laws. The repurchase program may be suspended or discontinued at any time. All shares of DHT common stock acquired by DHT are expected to be retired andrestored to authorized but unissued shares.Since 2020, we have paid the dividends set forth in the table below. The aggregate and per share dividend amounts set forth in the table below are not expressed in thousands. Whiledividends are intended to be paid in accordance with our dividend policy communicated at any given time, they are subject to the discretion of our board of directors, with the timing andamount potentially being affected by various factors, including our cash earnings, financial condition and cash requirements, the loss of a vessel, the acquisition of one or more vessels,required capital expenditures, reserves established by our board of directors, increased or unanticipated expenses, a change in our dividend policy, additional borrowings or futureissuances of securities, many of which will be beyond our control. In September 2022, our board of directors revised the dividend policy to return 100% of our net income to shareholdersin the form of quarterly cash dividends (refer to “Item 3.D. Risk Factors—Risks Relating to Our Company—We may not pay dividends in the future”).Operating PeriodTotal PaymentPer Common ShareRecord DatePayment DateJan. 1 - March 31, 2020$51.5 million$0.35May 19, 2020May 26, 2020April 1 - June 30, 2020$82.0 million$0.48Aug. 26, 2020Sep. 2, 2020July 1 - Sep. 30, 2020$34.2 million$0.20Nov. 18, 2020Nov. 25, 2020Oct. 1 - Dec. 31, 2020$8.6 million$0.05Feb. 18, 2021Feb. 25, 2021Jan. 1 - March 31, 2021$6.8 million$0.04May 19, 2021May 26, 2021April 1 - June 30, 2021$3.3 million$0.02Aug. 19, 2021Aug. 26, 2021July 1 - Sep. 30, 2021$3.3 million$0.02Nov. 16, 2021Nov. 23, 2021Oct. 1 - Dec. 31, 2021$3.3 million$0.02Feb. 17, 2022Feb. 24, 2022Jan. 1 - March 31, 2022$3.3 million$0.02May 19, 2022May 26, 2022April 1 - June 30, 2022$6.5 million$0.04Aug. 23, 2022Aug. 30, 2022July 1 - Sep. 30, 2022$6.5 million$0.04Nov. 22, 2022Nov. 29, 2022Oct. 1 - Dec. 31, 2022$61.9 million$0.38Feb. 17, 2023Feb. 24, 202339Table of ContentsWorking capital, defined as total current assets less total current liabilities, was $171.2 million at December 31, 2022 compared to $90.0 million at December 31, 2021. The increase inworking capital in 2022 resulted mainly from an increase in cash and cash equivalents of $65.3 million, an increase in accounts receivable and accrued revenues of $29.1 million, adecrease in derivative financial liabilities of $7.0 million, an increase in prepaid expenses of $4.4 million and an increase in derivative financial assets of $3.8 million, partly offset by anincrease in current portion long-term debt of $19.8 million and an increase in accounts payable and accrued expenses of $9.7 million. We believe that our working capital is sufficient forour present requirements. The cash and cash equivalents were $125.9 million at December 31, 2022 and $60.7 million at December 31, 2021. In 2022, net cash provided by operatingactivities was $127.9 million, net cash provided by investing activities was $110.5 million (comprising $112.4 million related to proceeds from sale of vessels and $8.3 million related toacquisition of subsidiary, net of cash paid, partly offset by $9.9 million related to investment in vessels) and net cash used in financing activities was $173.3 million (comprising $96.8million related to prepayment of long-term debt, $25.5 million related to repayment of long-term debt in connection with sale of vessels, $24.8 million related to purchase of treasuryshares, $19.7 million related to cash dividends paid, $9.5 million related to scheduled repayment of long-term debt and $1.1 million related to repayment of the principal element of leaseliability, partly offset by $4.0 million related to issuance of long-term debt).Working capital, defined as total current assets less total current liabilities, was $90.0 million at December 31, 2021 compared to $70.3 million at December 31, 2020. The increase inworking capital in 2021 resulted mainly from an increase in bunkers of $21.5 million and a decrease in deferred shipping revenues of $11.4 million, partly offset by a decrease in cash andcash equivalents of $8.0 million and an increase in current portion long-term debt of $6.4 million. The cash and cash equivalents were $60.7 million at December 31, 2021 and $68.6 millionat December 31, 2020. In 2021, net cash provided by operating activities was $60.6 million, net cash used in investing activities was $86.5 million (comprising $174.6 million related toinvestment in vessels, partly offset by $87.1 million related to proceeds from sale of vessels) and net cash used in financing activities was $18.0 million (comprising $355.8 million relatedto issuance of long-term debt, partly offset by $283.0 million repayment of long-term debt, $32.2 million related to purchase of treasury shares, $22.1 million related to cash dividends paidand $0.6 million related to repayment of the principal element of lease liability).In 2022, net cash provided by operating activities was $127.9 million compared to $60.6 million in 2021. The increase resulted from net income of $62.0 million in 2022 compared to net lossof $11.5 million in 2021, an increase of $73.5 million. The following non-cash items, which do not directly impact the cash flow, explain the non-cash elements of the increase in net income,a decrease of $5.4 million related to depreciation and amortization, an increase of $4.4 million related to gain on sale of vessels, an increase of $2.5 million related to fair value gain onderivative financial liabilities, partly offset by a decrease of $2.4 million related to gain on modification on debt and an increase of $0.6 million related to impairment of equity onaccounted investment. Further, changes in operating assets and liabilities were $3.1 million and resulted from changes in bunker inventory of $21.9 million, deferred shipping revenues of$10.7 million and $4.1 million related to accounts payable and accrued expenses, partly offset by accounts receivable and accrued revenues of $28.4 million, prepaid expenses of $4.1 and$1.0 million related to capitalized voyage expenses.In 2021, net cash provided by operating activities was $60.6 million compared to $529.9 million in 2020. The decrease resulted from net loss of $11.5 million in 2021 compared to net incomeof $266.3 million in 2020, a decrease of 277.8 million. The following non-cash items, which do not directly impact the cash flow, explain the non-cash elements of the decrease in netincome, an increase of $4.4 million related to depreciation and amortization, a decrease of $12.6 million related to impairment charges, a decrease of $3.0 million related to amortization ofdeferred debt issuance cost, a decrease of $15.2 million related to gain on sale of vessels, a decrease of $20.5 million related to fair value gain on derivative financial liabilities, a decreaseof $0.8 million related to compensation related to options and restricted stock and a decrease of $3.0 million related to gain on modification of debt. Further, the main drivers of the changein operating cash flows are explained by a decrease of $140.8 million related to changes in operating assets and liabilities. Changes in operating assets and liabilities resulted fromchanges in accounts receivables and accrued revenues of $78.1 million, capitalized voyage expenses of $3.5 million, deferred shipping revenues of $26.7 million and $43.8 million relatedto bunkers, partly offset by prepaid expenses of $2.8 million and $8.4 million related to accounts payable and accrued expenses.40Table of ContentsNet cash provided by investing activities was $110.5 million in 2022 compared to net cash used in investing activities of $86.5 million in 2021. In 2022, investing activities related toproceeds from sale of vessels and $112.4 million and $8.3 million related to acquisition of subsidiary, net of cash paid, partly offset by $9.9 million related to investment in vessels. Netcash used in investing activities was $86.5 million in 2021 compared to $26.7 million in 2020. In 2021, investing activities related to investment in vessels of $174.6 million, partly offset by$87.1 million related to proceeds from sale of vessels and $1.0 million related to dividend received from associated company.Net cash used in financing activities was $173.3 million in 2022 compared to net cash provided by financing activities of $18.0 million in 2021. In 2022, financing activities related torepayment of long-term debt of $131.8 million, $24.8 million related to purchase of treasury shares, $19.7 million related to cash dividends paid and $1.1 million related to repayment of theprincipal element of lease liability, partly offset by $4.0 million related to issuance of long-term debt. Net cash provided by financing activities was $18.0 million in 2021 compared to netcash used in financing activities of $501.9 million in 2020. In 2021, financing activities related to issuance of long-term debt of $355.8 million, partly offset by $283.0 million related torepayment of long-term debt, $32.2 million related to purchase of treasury shares and $22.1 million related to cash dividends paid.We had $396.7 million of total debt outstanding at December 31, 2022, compared to $522.3 million at December 31, 2021 and $450.0 million at December 31, 2020.During 2023, five of our vessels are scheduled to be drydocked and eight vessels are scheduled for installation of exhaust gas cleaning systems. Capital expenditures related to thesedrydockings are estimated to be $33.6 million, including $24.6 million for the installation of exhaust gas cleaning systems. We plan to finance the planned capital expenditures throughour internal financial resources.We expect to finance our funding requirements with cash on hand, operating cash flow and bank debt or other types of financing.Secured Credit FacilitiesThe following summary of the material terms of our secured credit facilities does not purport to be complete and is subject to, and qualified in its entirety by reference to, all theprovisions of our secured credit facilities. Because the following is only a summary, it does not contain all information that you may find useful.Danish Ship Finance Credit FacilityIn November 2014, the Company entered into a credit facility in the amount of $49.4 million, to fund the acquisition of one of the VLCCs to be constructed at HHI through a secured termloan facility between and among Danish Ship Finance A/S, as lender, a special-purpose wholly owned vessel-owning subsidiary, as borrower, and DHT Holdings, Inc., as guarantor (the“Danish Ship Finance Credit Facility”). The full amount of the Danish Ship Finance Credit Facility was borrowed in November 2015. In April 2020, we agreed to a $36.4 million refinancingwith Danish Ship Finance A/S. The refinancing was in direct continuation to the original loan and is a five-year term loan with final maturity in November 2025. Borrowings bear interestat a rate equal to LIBOR + 2.00% and are repayable in 10 semiannual installments of $1.2 million each and a final payment of $24.3 million at final maturity. The Danish Ship Finance CreditFacility is secured by, among other things, a first-priority mortgage on the vessel financed by the credit facility, a first-priority assignment of earnings, insurances and intercompanyclaims, a first-priority pledge of the balances of the borrower’s bank accounts and a first-priority pledge over the shares in the borrower. The Danish Ship Finance Credit Facility containscovenants that prohibit the borrower from, among other things, incurring additional indebtedness without the prior consent of the lender, permitting liens on assets, merging orconsolidating with other entities or transferring all or any substantial part of its assets to another person. The Danish Ship Finance Credit Facility contains a covenant requiring that atall times the charter-free market value of the vessel that secures the Danish Ship Finance Credit Facility be no less than 135% of borrowings. Also, DHT covenants that, throughout theterm of the credit facility, DHT, on a consolidated basis, shall maintain a value adjusted tangible net worth of $300 million, the value adjusted tangible net worth shall be at least 25% ofterm of the credit facility, DHT, on a consolidated basis, shall maintain a value adjusted tangible net worth of $300 million, the value adjusted tangible net worth shall be at least 25% ofvalue adjusted total assets and unencumbered consolidated cash shall be at least the higher of (i) $30 million and (ii) 6% of our gross interest-bearing debt. “Value adjusted” is defined asan adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterly by an approved broker).41Table of ContentsCredit Agricole Credit FacilityIn November 2022, the Company entered into an amended and restated agreement between and among Credit Agricole, as lender, DHT Tiger Limited as borrower, and DHT Holdings, Inc.as guarantor for a $37.5 million credit facility to refinance the outstanding amount under a credit agreement with Credit Agricole that financed DHT Tiger. Borrowings bear interest at arate equal to SOFR + 2.05% and is repayable in 24 quarterly installments of $0.6 million from March 2023 to December 2028 and a final payment of $22.5 million in December 2028. TheCredit Agricole Credit Facility is secured by, among other things, a first-priority mortgage on DHT Tiger, a first-priority assignment of earnings, insurances and intercompany claims, afirst-priority pledge of the balances of the borrower’s bank accounts and a first-priority pledge over the shares in the borrower. The Credit Agricole Credit Facility contains a covenantrequiring that at all times the charter-free market value of the vessel that secures the Credit Agricole Credit Facility be no less than 135% of borrowings. Also, DHT covenants that,throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain a value adjusted tangible net worth of $300 million, the value adjusted tangible net worth shall be atleast 25% of the value adjusted total assets, unencumbered consolidated cash shall be at least the higher of (i) $30 million and (ii) 6% of our gross interest-bearing debt and DHT, on aconsolidated basis, shall have working capital greater than zero. “Value adjusted” is defined as an adjustment to reflect the difference between the carrying amount and the marketvaluations of the Company’s vessel (as determined quarterly by an approved broker). The Credit Agricole Credit Facility contains covenants that prohibit the borrower from, amongother things, incurring additional indebtedness without the prior consent of the lender, permitting liens on assets, merging or consolidating with other entities or transferring all or anysubstantial part of their assets to another person.Nordea Credit FacilityIn May 2021, the Company entered into a new secured credit agreement with Nordea Bank Abp, filial i Norge (“Nordea”), ABN AMRO, Credit Agricole, DNB, Danish Ship Finance, INGand SEB, as lenders, several wholly owned special-purpose vessel-owning subsidiaries as borrowers, and DHT Holdings, Inc., as guarantor (the “Nordea Credit Facility”) for a $316.2million credit facility with Nordea as agent. The Nordea Credit Facility consists of a $119.8 million term loan and a $196.4 million revolving credit facility, of which $60 million is subject toquarterly reductions through the term of the facility.In June 2021, the Company drew down $233.8 million under the Nordea Credit Facility and repaid the total outstanding under the Old Nordea Credit Facility, amounting to $175.9 million.Borrowings bear interest at a rate equal to LIBOR + 1.90%, and the facility has final maturity in January 2027. In connection with the cessation of LIBOR in 2023, in January 2023, Nordeagranted DHT an extension on the requirement under the Nordea Credit Facility to establish a benchmark replacement for LIBOR until March 2023.In August 2022, the Company entered into an agreement to sell DHT Edelweiss, a 2008 built VLCC, for $37.0 million. The vessel was delivered to its new owner during the third quarter of2022 and the sale generated a gain of $6.8 million. The Company repaid the outstanding debt of $12.2 million in connection with the sale and cancelled the RCF tranche of $2.4 million. InJune 2022 and September 2022, the Company prepaid $23.1 million and $50 million, respectively, under the Nordea Credit Facility. The voluntary prepayments were made under therevolving credit facility tranches and may be re-borrowed. In December 2022, the Company prepaid $23.7 million under the Nordea Credit Facility. The prepayment was made for allregular installments for 2023. The outstanding amount is repayable in quarterly installments of $5.9 million from March 2024, with the final payment of $40.9 million in addition to the lastinstallment of $5.2 million due in the first quarter of 2027. Additionally, the facility includes an uncommitted incremental facility of $250 million.42Table of ContentsThe credit facility is secured by, among other things, a first-priority mortgage on the vessels financed by the credit facility, a first-priority assignment of earnings, insurances andintercompany claims, a first-priority pledge of the balances of each of the borrowers’ bank accounts and a first-priority pledge over the shares in each of the borrowers. The credit facilitycontains covenants that prohibit the borrowers from, among other things, incurring additional indebtedness without the prior consent of the lenders, permitting liens on assets, mergingor consolidating with other entities or transferring all or any substantial part of their assets to another person. The credit facility also contains a covenant requiring that at all times thecharter-free market value of the vessels that secure the credit facility be no less than 135% of borrowings. Also, DHT covenants that, throughout the term of the credit facility, DHT, on aconsolidated basis, shall maintain a value adjusted tangible net worth of $300 million, the value adjusted tangible net worth shall be at least 25% of the value adjusted total assets andunencumbered consolidated cash shall be at least the higher of (i) $30 million and (ii) 6% of our gross interest-bearing debt. “Value adjusted” is defined as an adjustment to reflect thedifference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterly by one approved broker).ABN AMRO Credit FacilityIn April 2018, the Company entered into a $484 million credit facility with ABN AMRO, Nordea, Credit Agricole, DNB, ING, Danish Ship Finance, SEB, DVB and Swedbank, as lenders,two wholly owned vessel-owning subsidiaries as borrowers, and DHT Holdings, Inc. as guarantor (the “ABN AMRO Credit Facility”), for the financing of 11 VLCCs and twonewbuildings. Borrowings bear interest at a rate equal to LIBOR + 2.40%.The credit facility is secured by, among other things, a first-priority mortgage on the vessel financed by the credit facility, a first-priority assignment of earnings, insurances andintercompany claims, a first-priority pledge of the balances of each of the borrowers’ bank accounts and a first-priority pledge over the shares in each of the borrowers. The credit facilitycontains a covenant requiring that at all times the charter-free market value of the vessels that secure the credit facility be no less than 135% of borrowings. Also, DHT covenants that,throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain a value adjusted tangible net worth of $300 million, value adjusted tangible net worth shall be atleast 25% of value adjusted total assets and unencumbered consolidated cash of at least the higher of (i) $30 million and (ii) 6% of our gross interest-bearing debt. “Value adjusted” isdefined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterly by an approved broker).In March 2020 and September 2020, the Company prepaid $57.8 million and $42.2 million, respectively, under the revolving credit facility tranche.In June 2020, the Company prepaid $33.4 million under the ABN AMRO Credit Facility. The voluntary prepayment was made for all regular installments for 2021.In March 2021, the Company drew down $60 million under the ABN AMRO revolving credit facility tranche in connection with the delivery of DHT Osprey. In June 2021, the Companyrepaid the $60 million, repaid $6.1 million related to the sale of DHT Condor and additionally prepaid $33.4 million under the ABN AMRO Credit Facility. The voluntary prepayment wasmade for all regular installments for 2022.In May 2022, the Company entered into agreements to sell DHT Hawk and DHT Falcon at $40 million and $38 million, respectively. The vessels were both delivered during the secondquarter of 2022 and the sales generated a combined gain of $12.7 million. The Company repaid the outstanding debt on the two vessels, equal to $13.3 million in total and cancelled therevolving credit facility tranche of $9.9 million.In January 2023, the Company refinanced the outstanding amount of $306.8 million under the ABN AMRO Credit Facility, including the $90.1 million undrawn under the revolving creditfacility, through the ING Credit Facility as described below.ING Credit FacilityIn January 2023, the Company entered into a new $405.0 million secured credit facility, including a $100.0 million uncommitted incremental facility, with ING, Nordea, ABN AMRO, CreditAgricole, Danish Ship Finance and SEB, as lenders, 10 wholly owned special-purpose vessel-owning subsidiaries as borrowers, and DHT Holdings, Inc., as guarantor. The facilityrefinanced the outstanding amount under the ABN AMRO Credit Facility, as described above. Borrowings bear interest at a rate equal to SOFR plus a margin of 1.90%, including thehistorical Credit Adjustment Spread (CAS) of 26 basis points, and is repayable in quarterly installments of $6.3 million with maturity in January 2029.43Table of ContentsThe credit facility is secured by, among other things, a first-priority mortgage on the vessels financed by the credit facility, a first-priority assignment of earnings, insurances andintercompany claims, a first-priority pledge of the balances of each of the borrowers’ bank accounts and a first-priority pledge over the shares in each of the borrowers. The credit facilitycontains a covenant requiring that at all times the charter-free market value of the vessels that secure the credit facility be no less than 135% of borrowings. Also, DHT covenants that,throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain a value adjusted tangible net worth of $300 million, value adjusted tangible net worth shall be atleast 25% of value adjusted total assets and unencumbered consolidated cash of at least the higher of (i) $30 million and (ii) 6% of our gross interest-bearing debt. “Value adjusted” isdefined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterly by an approved broker).AGGREGATE CONTRACTUAL OBLIGATIONSAs of December 31, 2022, our long-term contractual obligations were as follows: 2023 2024 2025 2026 2027 Thereafter Total Long-term debt 1 $56,407 $236,759 $63,379 $33,117 $51,335 $26,464 $467,462 Total $56,407 $236,759 $63,379 $33,117 $51,335 $26,464 $467,462 1 Amounts shown include contractual installment and interest obligations on $216.8 million under the ABN AMRO Credit Facility, $117.2 million under the Nordea Credit Facility, $37.5million under the Credit Agricole Credit Facility and $31.5 million under the Danish Ship Finance Credit Facility. The interest obligations have been determined using a LIBOR of 4.77%per annum plus margin. The interest on $216.8 million is LIBOR + 2.40%, the interest on $117.2 million is LIBOR + 1.90%, the interest on $37.5 million is LIBOR + 1.79% and the interest on$31.5 million is LIBOR + 2.0%. Also, the nine floating-to-fixed interest rate swaps with a notional amount totaling $311.6 million pursuant to which we pay a fixed rate ranging from2.8665% to 3.02% plus the applicable margin and receive a floating rate based on LIBOR have been included. The interest on the balance outstanding is generally payable quarterly andin some cases semiannually. We have also included commitment fees for the undrawn $144.4 million Nordea Credit Facility and the undrawn $90.1 million of the ABN AMRO CreditFacility.Due to the uncertainty related to the market conditions for oil tankers, we can provide no assurances that our cash flow from the operations of our vessels will be sufficient to cover ourvessel operating expenses, vessel capital expenditures, interest payments and contractual installments under our secured credit facilities, insurance premiums, vessel taxes, general andadministrative expenses and other costs, and any other working capital requirements for the short term. Our longer-term liquidity requirements include increased repayment of theprincipal balance of our secured credit facilities. We may require new borrowings or issuances of equity or other securities to meet this repayment obligation. Alternatively, we can sellassets and use the proceeds to pay down debt.44Table of ContentsMARKET RISKS AND FINANCIAL RISK MANAGEMENTWe are exposed to market risk from changes in interest rates, which could affect our results of operation and financial position. Borrowings under our secured credit facilities containinterest rates that fluctuate with the financial markets. Our interest expense is affected by changes in the general level of interest rates, particularly LIBOR. As an indication of the extentof our sensitivity to interest rate changes, a one percentage point increase in LIBOR would have increased our interest expense for the year ended December 31, 2022 by $0.9 millionbased upon our debt level as of December 31, 2022. There were no material changes in market risk exposures from 2020 to 2022.As of December 31, 2022, we were party to nine floating-to-fixed interest rate swaps with a notional amount totaling $311.6 million pursuant to which we pay a fixed rate ranging from2.8665% to 3.02% plus the applicable margin and receive a floating rate based on LIBOR. As of December 31, 2022, we recorded an asset of $3.8 million relating to the fair value of theswaps. The change in fair value of the swaps in 2022 has been recognized in our income statement. The fair value of the interest rate swaps is the estimated amount that we wouldreceive or pay to terminate the agreement at the reporting date. We use swaps as a risk management tool and not for speculative or trading purposes. For a complete description of all ofour significant accounting policies, see Note 2 to our consolidated financial statements for December 31, 2022, included as Item 18 of this report.Like most of the shipping industry, our functional currency is the U.S. dollar. All of our revenues and most of our operating costs are in U.S. dollars. The limited number of transactions incurrencies other than U.S. dollars are translated at the exchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date atransaction denominated in a foreign currency is consummated and the date on which it is either settled or translated, are recognized. Expenses incurred in foreign currencies againstwhich the U.S. dollar falls in value can increase, thereby decreasing our income or vice versa if the U.S. dollar increases in value.We hold cash and cash equivalents mainly in U.S. dollars.C.Research and Development, Patents and LicensesFrom time to time we incur expenditures relating to inspections for acquiring new vessels. Such expenditures are insignificant and are expensed as they are incurred. Time and resourcesspent to stay updated on technological developments and impact of new regulations are expensed as general and administrative expenses.D.Trend InformationSee “Item 5. Operating and Financial Review and Prospects - Market Outlook for 2023.”E.Critical Accounting EstimatesOur financial statements for the fiscal years 2022, 2021 and 2020 have been prepared in accordance with International Financial Reporting Standards, or “IFRS,” as issued by theInternational Accounting Standards Board, or the “IASB,” which require us to make estimates in the application of our accounting policies based on the best assumptions, judgments,and opinions of management. Following is a discussion of the accounting policies that involve a higher degree of judgment and the methods of their application. For a completedescription of all our significant accounting policies, see Note 2 to our consolidated financial statements for December 31, 2022, included as Item 18 of this report.Revenue RecognitionDuring 2022, our vessels generated revenues from time charters and by operating in the spot market (voyage charters).IFRS 15 Revenue from Contracts with Customers uses the terms “contract assets” and “contract liability” to describe what might more commonly be known as “accrued revenue” and“deferred revenue”; however, the standard does not prohibit an entity from using alternative descriptions in the statement of financial position. The Company uses the term “capitalizedvoyage expenses” for costs related to the transportation of the vessel to the load port from its previous destination.For vessels operating on spot charters voyage revenues are recognized ratably over the estimated length of each voyage, calculated on a load-to-discharge basis. Voyage expenses arecapitalized between the previous discharge port, or contract date if later, and the next load port if they qualify as fulfillment costs under IFRS 15. To recognize costs incurred to fulfill acontract as an asset, the following criteria shall be met: (i) the costs relate directly to the contract, (ii) the costs generate or enhance resources of the entity that will be used in satisfyingperformance obligations in the future and (iii) the costs are expected to be recovered. Capitalized voyage expenses are amortized between load port and discharge port.45Table of ContentsThe Company adopted IFRS 16 Leases with effect from January 1, 2019. IFRS 16 introduced a comprehensive model for the identification of lease arrangements and accountingtreatments for both lessors and lessees.For vessels on time charters, where the Company is a lessor, the time charter contract contains a lease component, which is the right to use the specified ship, and a non-leasecomponent, which is the operation and maintenance of the ship. Technical management service components are accounted for in accordance with IFRS 15 and the lease components areaccounted for in accordance with IFRS 16. The service elements are recognized as revenue as the service is being delivered (over time), and the timing of this coincides with timing ofrevenue recognized for the leasing element as per IFRS 16.Vessel LivesThe Company estimates the average useful life of a vessel to be 20 years. The actual life of a vessel may be different, and the useful lives of the vessels are reviewed at fiscal year-end,with the effect of any changes in estimate accounted for on a prospective basis. New regulations, market deterioration or other future events could reduce the economic lives assigned toour vessels and result in higher depreciation expense and impairment losses in future periods. The carrying value of each vessel represents its original cost at the time it was deliveredfrom the shipyard less depreciation calculated using an estimated useful life of 20 years from the date such vessel was originally delivered from the shipyard plus the cost of drydockingand the cost of the exhaust gas cleaning system less impairment, if any, or, as is the case with ships acquired in the second-hand market, its acquisition cost less depreciation calculatedusing an estimated useful life of 20 years. The depreciation per day is calculated based on a vessel’s original cost less a residual value which is equal to the product of such vessel’slightweight tonnage and an estimated scrap rate per ton. Capitalized drydocking costs are depreciated on a straight-line basis from the completion of a drydocking to the estimatedcompletion of the next drydocking. The vessels are required by their respective classification societies to go through a drydock at regular intervals. In general, vessels below the age of15 years are docked every five years and vessels older than 15 years are docked every 21/2 years.Carrying Value and ImpairmentA vessel’s recoverable amount is the higher of the vessel’s fair value less cost of disposal and its value in use. The carrying values of our vessels may not represent their fair marketvalue at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of constructing new vessels. Historically, bothcharter rates and vessel values have been cyclical. The carrying amounts of vessels held and used by us are reviewed for potential impairment or reversal of prior impairment chargeswhenever events or changes in circumstances indicate that the carrying amount of a particular vessel may not accurately reflect the recoverable amount of a particular vessel. Each of theCompany’s vessels have been viewed as a separate CGU as the vessels have cash inflows that are largely independent of the cash inflows from other assets and therefore can be subjectto a value in use analysis. In instances where a vessel is considered impaired, it is written down to its recoverable amount. Given the significance of these assets to our financialreporting, an impairment charge and/or reversal of previously recognized impairments could have a material impact on the Company’s financial reporting. Management continuouslymonitors both external and internal factors to determine if there are indicators that the vessels may be impaired or, in case of previously recognized impairment, that there are indicatorsthat this may be reversed. The factors evaluated in the assessment include the carrying amount of net assets compared to market capitalization, the changes in market rates affecting theCompany’s weighted average cost of capital, the effect of any changes in the technological, market, economic, or legal environment in which the Company operates, changes inforecasted charter rates, and movements in external broker valuations. The Company also assesses whether any evidence suggests the obsolescence or physical damage of an asset,whether the Company had any plans to dispose of an asset before the previously expected date of disposal, and whether any evidence suggests that the economic performance of anasset was, or would be, worse than expected. To the extent it is determined that indicators of impairment and/or reversal of previously recognized impairment exist, the value in use isestimated for the respective vessels. A reversal of a previously recognized impairment loss is recorded only to the extent there has been an increase in the estimated service potential ofan asset, either from use or sale.46Table of ContentsAlthough management believes that the assumptions used to evaluate potential indicators of impairment or reversal of prior impairment are reasonable and appropriate at the time theywere made, such assumptions are highly subjective and could change, possibly materially, in the future.This also applies to assumptions used to evaluate impairment charges or reversal of prior year impairment charges. Reasonable changes in the assumptions for the discount rate orfuture charter rates could lead to a value in use for some of our vessels that is higher than, equal to or less than the carrying amount for such vessels. There can be no assurance as tohow long charter rates and vessel values will remain at their current levels or whether or when they will change by any significant degree. Charter rates may decline significantly fromcurrent levels, which could adversely affect our revenue and profitability and future assessments of vessel impairment.For the year ended December 31, 2022, the Company performed an assessment using both internal and external sources of information and concluded there were no indicators ofimpairment or reversal of prior impairment.For the year ended December 31, 2021, the Company performed an assessment using both internal and external sources of information and concluded there were no indicators ofimpairment or reversal of prior impairment.For the year ended December 31, 2020, impairment indicators were identified for some of our vessels, due to an overall assessment of external and internal factors, and thus the Companyperformed further testing to determine the recoverable amount of the cash generating units.When determining the recoverable amount of the cash generating units, management applies a significant level of judgment when determining the assumptions used to calculate thevalue in use for each cash generating unit, especially regarding the expected future charter rates and the weighted average cost of capital. Although current charter rates are observableand there is some available information about expected future charter rates, history has proven that the charter rates are seasonal in nature and volatile.In developing estimates of future cash flows, we must make significant assumptions about future use of vessels, ship operating expenses, drydocking expenditures, utilization rate, fixedcommercial and technical management fees, residual value of vessels and the estimated remaining useful lives of the vessels, in addition to the future charter rates and weighted averagecost of capital as described above. These assumptions are based on historical trends and current market conditions, as well as future expectations. Estimated outflows for ship operatingexpenses and drydocking expenditures are based on a combination of historical and budgeted costs and are adjusted for assumed inflation. Utilization, including estimated off-hire time,is based on historical experience. The more significant factors that could impact management’s assumptions regarding time charter equivalent rates include (i) unanticipated changes indemand for transportation of crude oil cargoes, (ii) changes in production or supply of or demand for oil, generally or in specific geographical regions, (iii) the levels of tankernewbuilding orders or the levels of tanker scrappings, (iv) changes in rules and regulations applicable to the tanker industry, including legislation adopted by international organizationssuch as the IMO or by individual countries and vessels’ flag states, (v) changes in our vessels’ relative exposure to the spot and time charter markets and (vi) the prevalence of profitsharing arrangements in our time charter contracts. Please see our risk factors under the headings “Vessel values and charter rates are volatile. Significant decreases in values or ratescould adversely affect our financial condition and results of operations” and “The highly cyclical nature of the tanker industry may lead to volatile changes in spot or time charter ratesfrom time to time, which may adversely affect our earnings” in Item 3.D of this report for a discussion of additional risks relating to the volatility of charter rates.When calculating the charter rate to use for a particular vessel class in its impairment testing, we rely on the contractual rates currently in effect for the remaining term of existing chartersand estimated daily time charter equivalent rates for each vessel class for the unfixed days over the estimated remaining useful lives of each of the vessels as described below.47Table of ContentsIn the fourth quarter of 2020, we adjusted the carrying value of DHT China, DHT Europe and DHT Scandinavia through a non-cash impairment charge of $7.6 million. The impairment testwas performed using an estimated WACC of 8.59%. As DHT operates in a non-taxable environment specific to shipping revenues, the WACC is the same on a before- and after-tax basis.The rates used for the impairment testing were as follows: (a) the current Forward Freight Agreements (“FFA”) for the first two years, estimated by Braemar ACM Shipbroking and (b)the 25-year historical average spot rates as reported by Clarksons Shipping Intelligence thereafter. The Company’s decision to use FFA rates for the first two years was based on theCompany’s exposure to the spot market and the limited market availability of FFA rates beyond the first two years. The Company’s determination to use historical average spot ratesrather than time charter rates was based on the Company’s exposure to the spot market, including the prevalence of profit sharing arrangements in time charter contracts. The Company’sdetermination to use the 25-year historical average for spot rates was based on the Company’s belief that such time period provides a rate that is most representative of longer-termperformance as it mitigates the impact of the highly cyclical nature of the tanker industry. The time charter equivalent FFA rates used for the impairment test as of December 31, 2020 forthe VLCCs was $19,610 per day for 2021 and $25,279 per day for 2022. Thereafter, the time charter equivalent rate used for the VLCCs was $42,466. The above rates were reduced by 20%for vessels above the age of 15 years based on lower earnings for the Company’s older vessels due to (a) charterers demanding lower rates for older vessels, (b) longer waiting time forcargo for older vessels as charterers prefer the younger vessels and (c) older vessels being less fuel-efficient. Also, reflecting the lower fuel consumption for modern vessels, $4,000 perday has been added through 2022 for VLCCs built in 2015 and later, and $4,000 per day has been added through 2022 for VLCCs with exhaust gas cleaning systems. For vessels oncharter we assumed the contractual rate for the remaining term of the charter. The most sensitive and/or subjective assumptions that have the potential to affect the outcome of theimpairment assessment for the vessels are the WACC and the future rates. Decreasing the WACC by 0.5% would decrease the impairment charge by $1.5 million. Increasing/decreasingthe future rates by $500 per day would decrease/increase the impairment charge by $1.4 million.In the third quarter of 2020, we adjusted the carrying value of DHT China, DHT Europe and DHT Scandinavia through a non-cash impairment charge of $4.9 million. The impairment testwas performed using an estimated WACC of 8.12%. The time charter equivalent FFA rates used for the impairment test as of September 30, 2020 for the VLCCs was $20,107 per day for thefourth quarter of 2020, $21,550 per day for 2021 and $21,194 per day for the first three quarters of 2022. Thereafter, the time charter equivalent rate used for the VLCCs was $42,557. Theabove rates were reduced by 20% for vessels above the age of 15 years based on lower earnings for the Company’s older vessels due to (a) charterers demanding lower rates for oldervessels, (b) longer waiting time for cargo for older vessels as charterers prefer the younger vessels and (c) older vessels being less fuel-efficient. Also, reflecting the lower fuelconsumption for modern vessels, $4,000 per day has been added through 2022 for VLCCs built in 2015 and later, and $3,000 per day has been added through 2022 for VLCCs with exhaustgas cleaning systems. For vessels on charter we assumed the contractual rate for the remaining term of the charter.48Table of ContentsThe following chart sets forth our fleet information, purchase prices, carrying values and estimated charter free fair market values as of December 31, 2022.VesselBuiltVessel TypePurchase MonthCarrying Value 1Estimated Charter-Free FairMarket Value 2(Dollars in thousands) DHT Mustang2018VLCCOct. 2018 66,477 100,000DHT Bronco2018VLCCJul. 2018 65,636 100,000DHT Colt2018VLCCMay 2018 66,447 96,000DHT Stallion2018VLCCApr. 2018 66,242 96,000DHT Tiger2017VLCCJan. 2017 69,693 91,000DHT Harrier2016VLCCJan.2021 61,401 90,500DHT Puma2016VLCCAug. 2016 68,682 86,500DHT Panther2016VLCCAug. 2016 68,429 86,500DHT Osprey2016VLCCJan.2021 61,970 90,500DHT Lion2016VLCCMar. 2016 67,245 86,500DHT Leopard2016VLCCJan. 2016 66,741 86,500DHT Jaguar2015VLCCNov. 2015 66,429 82,000DHT Taiga2012VLCCSep. 2014 55,050 72,500DHT Opal2012VLCCApr. 2017 48,995 72,500DHT Sundarbans2012VLCCSep. 2014 53,863 72,500DHT Redwood2011VLCCSep. 2014 53,272 69,000DHT Amazon2011VLCCSep. 2014 51,203 69,000DHT Peony2011VLCCApr. 2017 43,224 65,000DHT Lotus2011VLCCJun. 2017 42,185 65,000DHT China2007VLCCSep. 2014 33,577 58,000DHT Europe2007VLCCSep. 2014 29,533 58,000DHT Bauhinia2007VLCCJun. 2017 27,259 58,000DHT Scandinavia2006VLCCSep. 2014 28,446 55,500 1Carrying value does not include value of time charter contracts. 2Estimated charter-free fair market value is provided for informational purposes only. These estimates are based solely on third-party broker valuations as of the reporting date andmay not represent the price we would receive upon sale of the vessel. They have been provided as a third party’s indicative estimate of the sales price less cost to sell which wecould expect, if we decide to sell one of our vessels, free of any charter arrangement. Management uses these broker valuations in calculating compliance with debt covenants.Management also uses them as one consideration point in determining if there are indicators of impairment; however, management does not believe that a broker value lower thanbook value in itself is an indicator of impairment. Management calculates recoverable amounts, using the value-in-use model, only when indicators of impairment exist. Inconnection with the vessels’ increasing age and market development, a decline in market value of the vessels could take place in 2023. As of December 31, 2022, all of our vessels had charter-free fair market value above their carrying value. The aggregate carrying value of vessels having carrying values that exceed theirrespective charter-free market values was $545 million, and the aggregate charter-free fair market value of such vessels was $1,807 million. Please see our risk factor under the heading“The value of our vessels may be depressed at the time we sell a vessel” in Item 3.D of this report for a discussion of additional risks relating to fair market value in assessing the valueof our vessels. For additional information, refer to Note 6 to our consolidated financial statements for December 31, 2022, included as Item 18 of this report. 49Table of ContentsSAFE HARBOR Applicable to the extent the disclosures required by this Item 5. of Form 20-F require the statutory safe harbor protections provided to forward-looking statements. ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A.DIRECTORS AND SENIOR MANAGEMENT The following table sets forth information regarding our executive officers and directors: Name Age PositionErik A. Lind 67 Class III Director and ChairmanEinar Michael Steimler 74 Class II DirectorJoseph H. Pyne 75 Class II DirectorJeremy Kramer 61 Class I DirectorSophie Rossini 41 Class III DirectorIman Hill 59 Class I DirectorSvein Moxnes Harfjeld 58 President & Chief Executive OfficerTrygve P. Munthe 61 Former Co-Chief Executive Officer1Laila Cecilie Halvorsen 48 Chief Financial Officer 1 Mr. Munthe served as our Co-Chief Executive Officer until April 8, 2022. Set forth below is a brief description of the business experience of our current directors and executive officers. Erik A. Lind–Chairman of the Board of Directors. Mr. Erik A. Lind’s professional experience dates back to 1980 and encompasses corporate banking, structured finance, investment &asset management focusing primarily on the maritime shipping sector. Mr. Lind was, until April 2022, the Chief Executive Officer of Oceanic Finance Group Limited (ex Tufton OceanicFinance Group Limited), a position he held since 2004. Prior to this, he served two years as Managing Director of GATX Capital and six years as Executive Vice President at IM SkaugenASA. Mr. Lind has also held senior and executive positions with Manufacturers Hanover Trust Company and Oslobanken. Mr. Lind currently serves on the board of Oceanic FinanceGroup Limited, Stratus Investments Limited and on the advisory board of A.M. Nomikos. Mr. Lind holds a Master of Business Administration degree from the University of Denver. Mr.Lind is a resident and citizen of Norway.Einar Michael Steimler–Director. Mr. Einar Michael Steimler has over 45 years of experience in the shipping industry. From 2008 to 2011, he served as chairman of Tanker (UK)Agencies, the commercial agent to Tankers International. He was instrumental in the formation of Tanker (UK) Agencies in 2000 and served as its CEO until the end of 2007. Mr.Steimlerserves as a non-executive director on the board of Eneti Inc. (ex Scorpio Bulkers Inc.). From 1998 to 2010, Mr. Steimler served as a Director of Euronav. He was also Managing Director ofEuronav from 1998 to 2000. He has been involved in both sale and purchase and chartering brokerage in the tanker, gas and chemical sectors and was a founder of Stemoco, aNorwegian ship brokerage firm. He graduated from the Norwegian School of Business Management in 1973 with a degree in Economics and a degree in Marketing. Mr. Steimler is aresident and citizen of Norway.50Table of ContentsJoseph H. Pyne–Director. Mr. Joseph H. Pyne is the Non-Executive Chairman of Kirby Corporation. Mr. Pyne was the Executive Chairman from April 2014 to April 2018 and a directorsince 1988. He served as the Chief Executive Officer of the company from 1995 to April 29, 2014 and served as Executive Vice President from 1992 to 1995. Mr. Pyne also served asPresident of Kirby Inland Marine, LP, Kirby Corp.’s principal transportation subsidiary, from 1984 to November 1999. Mr. Pyne joined Kirby in 1978. He served at Northrop Services, Inc.and served as an Officer in the Navy. He serves as a Member of the Board of Trustee of the Webb Institute. Mr. Pyne holds a degree in Liberal Arts from the University of North Carolina.Mr. Pyne is a resident and citizen of the U.S.Jeremy Kramer–Director. Mr. Jeremy Kramer is an advisor to West Brow Capital, a transportation hedge fund. He previously served on the Board of Directors of Golar LNG Partners andserved as Chairman of its Conflicts Committee. He also served on the Board of Directors of 2020 Bulkers Ltd. Mr. Kramer was a Senior Portfolio Manager in the Straus Group atNeuberger Berman from 1998 to 2016, managing equity portfolios primarily for high net worth clients. Prior to that, he worked at Alliance Capital from 1994 to 1998, first as a SecuritiesAnalyst and then as a Portfolio Manager focused on small and mid-cap equity securities. Mr. Kramer also managed a closed-end fund, the Alliance Global Environment Fund. He workedat Neuberger Berman from 1988 to 1994 as a Securities Analyst. Mr.Kramer earned an M.B.A. from Harvard University Graduate School of Business. He graduated with a B.A. fromConnecticut College. Mr. Kramer is a resident and citizen of the U.S.Sophie Rossini–Director. Mrs. Sophie Rossini has spent the past 18 years in the asset management industry, including 14 years at Man Group, a global investment management firmlisted on the London Stock Exchange. Mrs. Rossini is currently a Principal and acts as the Head of Business Management of Man AHL, focusing on strategy, finance, governance andESG matters. She is also a member of the Man Responsible Investment Oversight Committee, Expense Oversight Committee, and Data Governance Committee. Prior to that, she was theHead of Relative Value at Man FRM, Man Group’s hedge fund investment division. Mrs.Rossini holds a Master in Banking and Finance from the University of Paris Assas. Mrs. Rossiniis a resident of the United Kingdom and a citizen of France.Iman Hill–Director. Ms. Iman Hill is a petroleum engineer with 30 years’ experience in the oil and gas industry with extensive global expertise in the technical and commercial aspects ofthe petroleum business, in particular field development, capital projects and production operations. Ms. Hill’s experience has been gained in the Middle East, Africa, South America, theFar East, and the North Sea in diverse settings from onshore to ultra-deepwater. She was appointed Executive Director of the International Association of Oil & Gas Producers (IOGP) inDecember 2020. Ms. Hill has worked as a Senior Reservoir Engineer for BP, as a Senior Regional Adviser Africa to the E&P CEO and the Chairman of Shell, as well as GM Shell Egypt andChairwoman of Shell Companies in Egypt. At BG Group she has held the positions of Senior Vice President Brazil and Senior Vice President Developments and Operations. Ms. Hill hasalso held positions of VP Africa at Sasol and Technical Director, GM UAE and President Egypt for Dana Gas in the UAE. She also serves as Non-Executive Director on the Board ofUnited Oil and Gas and as a non-executive Independent Board Director of Oil Spill Response Ltd (OSRL). Ms. Hill holds a Bachelor of Science degree from Aberdeen University. Ms. Hillis a resident and citizen of the United Kingdom.Svein Moxnes Harfjeld–President & Chief Executive Officer. Mr. Svein Moxnes Harfjeld joined DHT on September 1, 2010. Mr.Harfjeld has over 30 years of experience in the shippingindustry. Prior to joining DHT, he was with the BW Group, where he held senior management positions including Group Executive Director, CEO of BW Offshore, Director of Bergesen dyand Director of World-Wide Shipping. Previously, he held senior management positions at Andhika Maritime, Coeclerici and Mitsui O.S.K. He started his shipping career with TheTorvald Klaveness Group. Mr. Harfjeld is a citizen of Norway and a resident of the Principality of Monaco.Trygve P. Munthe–Retired Co-Chief Executive Officer. Mr. Trygve P. Munthe joined DHT on September 1, 2010. Mr. Munthe has over 30 years of experience in the shipping industry. Hewas previously CEO of Western Bulk, President of Skaugen Petrotrans, Director of Arne Blystad AS and CFO of I.M. Skaugen. Mr. Munthe is a citizen and resident of Norway. Mr.Munthe served as our Co-Chief Executive Officer until April 8, 2022.Laila Cecilie Halvorsen–Chief Financial Officer. Ms. Laila Cecilie Halvorsen joined DHT in 2014 after 17 years at Western Bulk AS, where she served first as Accountant for four years,then as Finance Manager for four years and later as Group Accounting Manager for nine years. Ms. Halvorsen served as Chief Accountant & Controller of DHT from September 2014until she was appointed CFO in June 2018. Ms. Halvorsen has more than 25 years of experience in international accounting and shipping. Ms. Halvorsen is a resident and citizen ofNorway. 51Table of ContentsB.COMPENSATION DIRECTORS’ COMPENSATION During the year ending December 31, 2022, we paid the members of our board of directors aggregate cash compensation of $639,866. In addition, in January 2023, our directors wereawarded an aggregate of 135,000 shares of restricted stock pursuant to the 2022 Plan. We have no service contracts between us and any of our directors providing for benefits upontermination of their employment or service. EXECUTIVE COMPENSATION, EMPLOYMENT AGREEMENTS During the year ending December 31, 2022, we paid our executive officers aggregate cash compensation of $2,008,500 and accrued an aggregate amount of $164,788 for pension andretirement benefits. In addition, in January 2023, our executive officers were awarded an aggregate of 200,000 shares of restricted stock for the year 2022 pursuant to the 2022 Plan withcertain vesting conditions. Executive Officer Employment Agreements We have entered into employment agreements with Mr. Harfjeld and Ms. Halvorsen (each, an “Executive Officer Employment Agreement” and collectively, the “Executive OfficerEmployment Agreements”) that set forth their rights and obligations as our president & chief executive officer, in the case of Mr. Harfjeld, and chief financial officer, in the case of Ms.Halvorsen.Either the executive or the Company may terminate the employment agreements for any reason and at any time, subject to certain provisions of the employment agreements describedbelow. In the event that we terminate Mr. Harfjeld’s employment other than for “cause” (as defined in his employment agreement), subject to the execution of certain employment terminationagreements and his compliance with certain requests from us related to termination as well as with certain restrictive covenants, we will continue to pay Mr. Harfjeld’s base monthlysalary and his monthly director fee for service as a director of DHT Management S.A.M., in arrears on a monthly basis for 18 months from the month immediately following the expirationof the notice period (as provided for in his employment agreement). In the event that Mr. Harfjeld terminates his employment within six months following a “change of control” (asdefined in his employment agreement) for “good reason” (as defined in his employment agreement), then we will continue to pay Mr. Harfjeld his base monthly salary and his monthlydirector fee for services as a director of DHT Management S.A.M., in arrears on a monthly basis for 18 months from the month immediately following the expiration of the notice period(as provided for in his employment agreement). In addition, in the event that Mr. Harfjeld terminates his employment within six months following a change of control for good reason, hewill be entitled to his target bonus (as provided for in his employment agreement), prorated for the actual period he has worked during the year of termination, and all of his granted butunvested shares will vest immediately and become exercisable, provided that if there is no applicable target bonus, the bonus payment will be calculated as 100% of salary and directorfees. Despite Mr. Harfjeld’s employment agreement providing that he will be compensated in both salary and director fees, in respect of 2021 and 2022, Mr. Harfjeld was compensatedentirely in salary.In the event that we terminate Ms. Halvorsen’s employment other than due to summary dismissal or her reaching the Company’s age limit, we will continue to pay her base salarythrough the first anniversary of such date of termination. In the event that Ms. Halvorsen terminates her employment following a change of control (as defined in her employmentagreement) as a consequence of the change in control, we will continue to pay her base salary through the first anniversary of such date of termination.52Table of ContentsPursuant to each Executive Officer Employment Agreement, each of Mr. Harfjeld and Ms. Halvorsen has agreed (i) to protect our confidential information and (ii) during the term of theagreements, and for a period of one year following his or her termination, to abide by certain non-competition and non-solicitation restrictions. Mr. Harfjeld has also agreed, pursuant tohis employment agreement, that all intellectual property that he respectively creates or develops during the course of his employment will fully and wholly be given to us.We have also entered into an indemnification agreement with each of Mr. Harfjeld and Ms. Halvorsen pursuant to which we have agreed to indemnify each executive substantially inaccordance with the indemnification provisions related to our officers and directors in our bylaws.In connection with Mr. Munthe’s retirement from his role as Co-Chief Executive Officer, effective April 8, 2022, we entered into a retirement agreement with Mr. Munthe, dated as ofJanuary 24, 2022 (the “Retirement Agreement”). Under the Retirement Agreement, Mr. Munthe was entitled to the continuation of base salary payments equal to four months of basesalary and health insurance benefits. In addition, Mr. Munthe was entitled to full vesting of 149,800 time-only RSUs granted between 2020 and 2022 and 99,600 performance-based RSUs;provided that such performance-based RSUs would be forfeited if the corresponding performance criteria are not met before July 31, 2022. The Retirement Agreement includes non-competition and cooperation obligations, among other covenants. Following the retirement of Mr. Munthe, Mr. Harfjeld’s title changed to President & Chief Executive Officer. Incentive Compensation Plan We currently maintain one equity compensation plan, the 2022 Incentive Compensation Plan (the “2022 Plan”). The 2022 Plan was approved by our stockholders at our annual meetingon June 16, 2022. The 2022 Plan was established to promote the interests of the Company and our stockholders by (i) attracting and retaining exceptional directors, officers, employees, consultants andindependent contractors (including prospective directors, officers, employees, consultants and independent contractors) and (ii) enabling such individuals to participate in the long-termgrowth and financial success of our Company. The aggregate number of shares of our common stock that may be delivered pursuant to awards granted under the 2022 Plan is 3,000,000.The aggregate number of shares of our common stock that have been granted under the 2022 Plan is 435,000, which does not include shares with respect to non-vested awards.The following description of the 2022 Plan is qualified by reference to the full text thereof, a copy of which is filed as an exhibit to this report. Awards The 2022 Plan provides for the grant of options intended to qualify as incentive stock options, or “ISOs,” under Section 422 of the Internal Revenue Code of 1986, as amended, non-statutory stock options, or “NSOs,” restricted share awards, restricted stock units, or “RSUs,” cash incentive awards, dividend equivalents and other equity-based or equity-relatedawards. 53Table of ContentsPlan administration The 2022 Plan is administered by the compensation committee of our board of directors or such other committee as our board of directors may designate to administer the 2022 Plan.Subject to the terms of the 2022 Plan and applicable law, the compensation committee has sole and plenary authority to administer the 2022 Plan, including, but not limited to, theauthority to (i) designate participants, (ii) determine the type or types of awards to be granted to a participant, (iii) determine the number of shares of our common stock to be covered byawards, (iv) determine the terms and conditions of any awards, including vesting schedules and performance criteria, (v) amend or replace an outstanding award in response to changesin tax law or unforeseen tax consequences of such awards and (vi) make any other determination and take any other action that the compensation committee deems necessary ordesirable for the administration of the 2022 Plan. Shares available for awards Subject to adjustment as provided below, the aggregate number of shares of our common stock that may be delivered pursuant to awards granted under the 2022 Plan is 3,000,000. If anaward granted under the 2022 Plan is forfeited, or otherwise expires, terminates or is canceled without the delivery of shares, then the shares covered by such award will again beavailable to be delivered pursuant to awards under the 2022 Plan.In the event of any corporate event affecting the shares of our common stock, the compensation committee in its discretion may make such adjustments and other substitutions to the2022 Plan and awards under the 2022 Plan as it deems equitable or desirable in its sole discretion.For a description of the terms of the shares of restricted stock awarded under the 2022 Plan see, “Item 5. Operating and Financial Review and Prospects—Stock Compensation.” Amendment and termination of the 2022 Plan Subject to any government regulation and to the rules of the NYSE or any successor exchange or quotation system on which shares of our common stock may be listed or quoted, the2022 Plan may be amended, modified or terminated by our board of directors without the approval of our stockholders, except that stockholder approval will be required for anyamendment that would (i) increase the maximum number of shares of our common stock available for awards under the 2022 Plan or increase the maximum number of shares of ourcommon stock that may be delivered pursuant to ISOs granted under the 2022 Plan or (ii) modify the requirements for participation under the 2022 Plan. No modification, amendment ortermination of the 2022 Plan that is adverse to a participant will be effective without the consent of the affected participant, unless otherwise provided by the compensation committee inthe applicable award agreement. The compensation committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate any award previously granted,prospectively or retroactively; provided, however, that, unless otherwise provided in the 2022 Plan or by the compensation committee in the applicable award agreement, any suchwaiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely impair the rights of any participant to any award previouslygranted will not to that extent be effective without the consent of the affected participant, holder or beneficiary. Change of control The 2022 Plan provides that, unless otherwise provided in an award agreement, in the event we experience a change of control (as defined in the 2022 Plan), unless provision is made inconnection with the change of control for assumption for, or substitution of, awards previously granted: •all options outstanding as of the date the change of control is determined to have occurred will become fully exercisable and vested as of immediately prior to the change ofcontrol; 54Table of Contents•all outstanding restricted shares that are still subject to restrictions on forfeiture will become fully vested and all restrictions and forfeiture provisions related thereto will lapse asof immediately prior to the change in control; •all cash incentive awards will be paid out as if the date of the change of control were the last day of the applicable performance period and “target” performance levels had beenattained; and •all other outstanding awards will automatically be deemed exercisable or vested and all restrictions and forfeiture provisions related thereto will lapse as of immediately prior tosuch change of control. Unless otherwise provided pursuant to an award agreement, a “change of control” is defined to mean any of the following events, generally: •the consummation of a merger, reorganization or consolidation or sale or other disposition of all or substantially all of our assets; •the approval by our stockholders of a plan of our complete liquidation or dissolution; or •an acquisition by any individual, entity or group of beneficial ownership of 50% or more of either the then outstanding shares of our common stock or the combined voting powerof our then outstanding voting securities entitled to vote generally in the election of directors. Term of the 2022 Plan No award may be granted under the 2022 Plan after June 16, 2025, the third anniversary of the date the 2022 Plan was approved by our stockholders. C.BOARD PRACTICES BOARD OF DIRECTORS Our business and affairs are managed under the direction of our board of directors. Our board is currently composed of six directors, all of whom are independent under the rules of theNYSE applicable to U.S. companies. To promote open discussion among the directors, our directors meet in regularly scheduled and ad hoc executive session without participation of management and will continue to do soin 2023. We have no service contracts between us and any of our directors providing for benefits upon termination of their employment or service. 55Table of ContentsOur board of directors is elected annually on a staggered basis, and each director elected holds office for a three-year term. Mr. Erik Lind was initially elected in July 2005. Mr. EinarMichael Steimler was initially appointed in March 2010. Mr. Joseph H. Pyne was initially appointed in September 2015. Mr. Jeremy Kramer was initially elected in June 2017. Mrs. SophieRossini was initially appointed in November 2020. Ms. Iman Hill was initially appointed in April 2022. The term of our Class I directors, Mr. Kramer and Ms. Hill, expires in 2023, the termof our Class III directors, Mr. Lind and Mrs. Rossini, expires in 2024 and the term of our Class II directors, Mr. Steimler and Mr. Pyne, expires in 2025. Mr. Steimler and Mr. Pyne were re-elected as our Class II directors at our annual stockholders meeting on June 16, 2022. Mr. Lind and Mrs. Rossini were re-elected as our Class III directors at our annual stockholdersmeeting on June 23, 2021 and Mr. Kramer was re-elected as our Class I director at our annual stockholders meeting on June 18, 2020. BOARD COMMITTEES The purpose of our audit committee is to oversee (i) management’s conduct of our financial reporting process (including the development and maintenance of systems of internalaccounting and financial controls); (ii) the integrity of our financial statements; (iii) our risk management systems and compliance with legal and regulatory requirements and ethicalstandards; (iv) significant financial transactions and financial policy and strategy; (v) the qualifications and independence of our outside auditors; (vi) the performance of our internalaudit function; and (vii) the outside auditors’ annual audit of our financial statements. Mr. Erik Lind is our “audit committee financial expert” as that term is defined in Item 401(h) ofRegulation S-K. The members of the audit committee are Mr. Kramer (chairperson), Mr. Lind and Mrs. Rossini. The purpose of our compensation committee is to (i) discharge the board of director’s responsibilities relating to the evaluation and compensation of our executives, (ii) oversee theadministration of our compensation plans, (iii) review and determine director compensation and (iv) prepare any report on executive compensation required by the rules and regulationsof the SEC. The members of the compensation committee are Mr. Pyne (chairperson), Ms. Hill and Mr. Steimler. The purpose of our nominating and corporate governance committee is to (i) identify individuals qualified to become members of our board of directors in accordance with criteriaapproved by the board of directors and recommend such individuals to the board of directors for nomination for election to the board of directors, (ii) make recommendations to theboard of directors concerning committee appointments, (iii) review and make recommendations for executive management appointments, (iv) develop, recommend and annually reviewour corporate governance guidelines and oversee corporate governance matters and (v) coordinate an annual evaluation of the board of directors and its chairman. The members of thenominating and corporate governance committee are Mr. Steimler (chairperson), Mr. Lind and Mr. Pyne. The purpose of our sustainability oversight committee is to assist, advise and act on behalf of the board of directors in providing oversight and guidance with respect to the Company’senvironmental, social and corporate responsibility matters. The members of the sustainability oversight committee are Mrs. Rossini (chairperson), Ms. Hill and Mr. Kramer. DIRECTORS Our directors are elected by a plurality of the votes cast by stockholders entitled to vote. There is no provision for cumulative voting. Section 5.01 of our amended and restated articles of incorporation provides that our board of directors must consist of not less than three nor more than twelve members, the exactnumber of directors comprising the entire board of directors as determined from time to time by resolution adopted by the affirmative vote of a majority of the board of directors.Stockholders may change the number of directors only by the affirmative vote of holders of a majority of the outstanding common stock. 56Table of ContentsD.EMPLOYEES As of December 31, 2022, we had 1,252 employees, comprised of 1,132 seafarers and 120 shore-side staff employed through the subsidiaries in Monaco, Norway, Singapore and India,compared to 18 employees as of December 31, 2021. The change from 2021 to 2022 relates to the business combination, see Note 16 to our consolidated financial statements forDecember 31, 2022, included as Item 18 of this report. Our shore-side employees are not represented by any collective bargaining agreements, while all onboard seafarers are representedby the vessel’s collective bargaining agreements. We have never experienced a work stoppage. E.SHARE OWNERSHIP See “Item 7.A. Major Stockholders.” See “Item 6.B. Compensation” for a description of the Company’s Incentive Compensation Plan under which employees of the Company can beawarded restricted shares of the Company. ITEM 7.MAJOR STOCKHOLDERS AND RELATED PARTY TRANSACTIONS A.MAJOR STOCKHOLDERS The following table sets forth certain information regarding (i) the owners of more than 5% of our common stock that we are aware of based on Schedule 13G and/or Schedule 13D filingswith the SEC and (ii) the total amount of common stock owned by all of our officers and directors, individually and as a group, as of March 16, 2023. We have one class of common stockoutstanding, with each outstanding share entitled to one vote. Our major stockholders do not have different voting rights. Beneficial ownership is determined in accordance with the rules of the SEC based on voting and investment power with respect to such shares of common stock. Shares of commonstock issuable pursuant to options, warrants, convertible notes or other similar convertible or derivative securities that are currently exercisable or exercisable or convertible within 60days are deemed to be outstanding and to be beneficially owned by the person holding such options, warrants or notes for the purpose of computing the percentage ownership of suchperson, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Number of Shares ofCommon Stock PercentageofShares ofCommonStock1 Owners of more than 5% of a class of our equity securities BW Group2 25,784,227 15.8%FMR LLC3 24,397,995 15.0%Dimensional Fund Advisors LP4 12,778,811 7.8% Directors Erik A. Lind 114,706 * Einar Michael Steimler 100,218 * Joseph H. Pyne 139,063 * Jeremy Kramer 71,332 * Sophie Rossini 36,077 - Iman Hill - - Executive Officers Svein Moxnes Harfjeld 889,026 * Laila Cecilie Halvorsen 140,237 * Directors and executive officers as a group (8 persons) 1,490,659 0.9% *Less than 1% 1Calculated based on Rule 13d-3(d)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”), using 162,986,561 shares of common stock issued and outstanding as ofMarch 16, 2023. 2Based on Schedule 13D/A filed with the SEC on March 31, 2020, by BW Group Limited, the BW Group possesses the sole voting power over 25,704,652 shares. For purposes ofthe reporting requirements of the Exchange Act, BW Group Limited was deemed to be a beneficial owner of such shares as of March 31, 2020. On June 1, 2020, 47,130 commonshares were issued to BW Group as part of the 2016 Plan. On June 18, 2020, 32,445 common shares were issued to BW Group as part of 2019 Plan. All shares beneficially ownedare shares of common stock. 3Based on a Schedule 13G/A filed with the SEC on February 9, 2023, by FMR LLC, which, as investment manager, possesses the power to direct investments or power to voteshares owned by various investment companies, commingled group trusts and separate accounts. For purposes of the reporting requirements of the Exchange Act, FMR LLCwas deemed to be a beneficial owner of such shares as of February 9,2023. As of February 9, 2023, FMR LLC possessed the sole power to vote or direct the vote of 24,396,365shares and the sole power to dispose or to direct the disposition of 24,397,995 shares. All shares beneficially owned are shares of common stock. 4Based on a Schedule 13G/A filed with the SEC on February 10, 2023, by Dimensional Fund Advisors LP (“Dimensional”), which, as investment manager, possesses the power todirect investments or power to vote shares owned by various investment companies, commingled group trusts and separate accounts. For purposes of the reportingrequirements of the Exchange Act, Dimensional was deemed to be a beneficial owner of such shares as of February 10, 2023. As of February 10, 2023, Dimensional possessedthe sole power to vote or direct the vote of 12,586,294 shares and the sole power to dispose or to direct the disposition of 12,778,811 shares. All shares beneficially owned areshares of common stock. 57Table of ContentsSubject to the discussion of the IRA below, our major stockholders generally have the same voting rights as our other stockholders. To our knowledge, no corporation or foreigngovernment or other natural or legal person(s) owns more than 50% of our outstanding stock. We are not aware of any arrangements, the operation of which may at a subsequent dateresult in a change of control. As of March 16, 2023, we had 23 shareholders of record, 19 of which were located in the U.S. and held an aggregate of 143,912,783 of our common shares,representing 88.30% of our outstanding common shares. However, one of the U.S. shareholders of record is CEDE & CO., a nominee of The Depository Trust Company, which held143,892,282 of our common shares as of March 16, 2023. Accordingly, we believe that the shares held by CEDE & CO. include common shares beneficially owned by both holders in theU.S. and non-U.S. beneficial owners. Investor Rights Agreement (“IRA”) We have granted BW Group, as a significant minority investor in DHT, certain minority rights under the IRA. BW Group also agreed under the IRA to take certain actions consistent witha minority position and accept certain limitations on its rights as a shareholder. On November 19, 2019, BW Group sold 14,680,880 shares of common stock at a public offering price of$6.90 per share (the “BW Group Offering”), after which BW Group held 23.3% of the total voting power of DHT capital stock and owned 72% of the aggregate number of shares that BWGroup received as consideration under the VAA. As a result, the standstill on BW Group, which was in effect until BW Group no longer held 25% of the total voting power of DHTvoting stock, has expired (the “Standstill Expiration”) and certain rights and obligations of and restrictions upon BW Group and its controlled affiliates under the IRA have beenterminated. The provisions that remain in effect are, in each case, described below. 58Table of ContentsNon-Coercive Offers On October 20, 2018 (the “Fall Away Date”), BW Group held less than 35% of DHT’s issued and outstanding common stock. As a result, as of such date, BW Group and its controlledaffiliates are permitted, after a minimum of 45 days of review, consultation and good faith negotiation with our board of directors, to make a “Non-Coercive Offer” to our shareholders. Asdefined in the IRA, a Non-Coercive Offer is an offer to acquire all of our outstanding common stock subject to certain parameters, including that such offer must (i) not be subject to anyfinancing condition, (ii) comply with applicable securities laws, (iii) be for consideration that is in the form of cash or of shares of capital stock of an entity publicly traded on the NYSE orthe NASDAQ Stock Market with an aggregate public float equal to or greater than that of our outstanding common stock (excluding shares held by BW Group, its controlled affiliates orany 13D group to which any of them belongs), or a combination thereof, (iv) be for a premium of at least 15% to the per share volume-weighted average price of shares of our commonstock as displayed under the heading VWAP Bloomberg on Bloomberg (or, if Bloomberg ceases to publish such price, a successor service to be reasonably agreed) for the 10 tradingdays most recently ended immediately prior to the opening of the third trading day prior to the earliest of (X) the public announcement of such offer, (Y) the public announcement of anintention to commence such offer and (Z) the communication of such offer to our board of directors by BW Group, (v) be held open for a minimum of 45 days and (vi) include a minimumtender condition of at least 50% of our outstanding common stock not owned by BW Group, its controlled affiliates or any 13D group to which any of them belongs. Shareholder Rights Plans Prior to the Standstill Expiration, we were not permitted to enter into any shareholder rights plan, rights agreement or any other “poison pill,” “proxy put” or other antitakeoverarrangement (collectively, an “Arrangement”), if such Arrangement would restrict BW Group from engaging in any transaction, or taking any action, otherwise permitted by the Standstillexceptions as outlined in the IRA. The restrictions on such Arrangements under the IRA were terminated in connection with the BW Group Offering. Notwithstanding the StandstillExpiration, however, until BW Group ceases to hold at least 10% of DHT common stock, we are not permitted to extend, declare or enter into any Arrangement that would restrict BWGroup from consummating, or that would otherwise be triggered by, a Non-Coercive Offer by BW Group. Minority Representation on Board of Directors and Committees The IRA provides that nominees to the DHT board of directors will be composed of four individuals selected by DHT’s nominating and corporate governance committee plus up to twoindividuals that BW Group has the right to nominate as a minority shareholder. As a result of the Standstill Expiration, BW Group lost its right to designate one of its two directornominees. Accordingly, Mr. Anders Onarheim, formerly a Class III director, resigned in connection with the BW Group Offering. However, BW Group is still entitled one director nomineewhile it continues to hold at least 40%, but less than 75%, of the aggregate number of shares it received as consideration under VAA. If at any time BW Group does not hold at least 10%of voting power of DHT capital stock, it will lose all director nominee designation rights. In addition, the IRA provides BW Group’s designees with representation on each committee of our board of directors, so long as these designees comprise less than half of the totalnumber of members on each committee. 59Table of ContentsInterested Transactions Between DHT and BW Group BW Group is prohibited from entering into any material transaction with DHT unless the transaction is approved by the DHT board of directors, with each director that was nominatedby BW Group being required to recuse himself or herself from the deliberations. This prohibition on interested transactions remains in effect under the IRA following the BW GroupOffering. Transfer Limitations The IRA prohibits BW Group from transferring shares of voting DHT capital stock outside of BW Group and its controlled affiliates without the prior written consent of DHT if, to BWGroup’s knowledge, the acquiring party would beneficially own 15% or more of the voting power of all DHT capital stock as a result of the transfer, except in the case of a tender orexchange offer for shares of DHT capital stock that our board of directors has not recommended that shareholders reject. The transfer limitations remain in effect under the IRA followingthe BW Group Offering. Minority Investor Protections Effective as of the Fall Away Date in accordance with the IRA, BW Group no longer has the approval rights previously provided for in the IRA with regard to any merger or othertransaction resulting in a change of control of DHT, or a sale of all or substantially all of DHT’s assets or stock, if the per-share value of the consideration in such transaction received bythe holders of common stock is less than the per-share value implied by the sale and purchase of the vessels under the VAA (i.e., $5.37 per share, subject to an annual uptick of 10%). The above summary of the IRA does not purport to be complete and is qualified in its entirety by the IRA, a copy of which is incorporated by reference to this report. B.RELATED PARTY TRANSACTIONS As per December 31, 2021, DHT Holdings, Inc. owned 50% of Goodwood. Effective May 31, 2022, DHT acquired an additional 3% of Goodwood, resulting in a total ownership of 53%,which was treated as a subsidiary and consolidated in the Company’s financial statements. During the first five months of 2022, total technical management fees paid to Goodwood were$1.5 million. In 2021, total technical management fees paid to Goodwood were $3.5 million. Further, we have issued certain guarantees for certain of our subsidiaries. This mainly relates to our secured credit facilities, all of which are entered into by special-purpose whollyowned vessel-owning subsidiaries as borrowers and guaranteed by DHT Holdings, Inc. A summary of these secured credit facilities can be found under “Item 5. Operating and FinancialReview and Prospects—Liquidity and Sources of Capital.” C.INTEREST OF EXPERTS AND COUNSEL Not applicable. 60Table of ContentsITEM 8.FINANCIAL INFORMATION A.CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION 1. AUDITED CONSOLIDATED FINANCIAL STATEMENTS See Item 18. 2. THREE YEARS COMPARATIVE FINANCIAL STATEMENTS See Item 18. 3. AUDIT REPORTS See Reports of Independent Registered Public Accounting Firm beginning on page F-2. 4. LATEST AUDITED FINANCIAL STATEMENTS MAY BE NO OLDER THAN 15 MONTHS We have complied with this requirement. 5. INTERIM FINANCIAL STATEMENTS IF DOCUMENT IS MORE THAN NINE MONTHS SINCE LAST AUDITED FINANCIAL YEAR Not applicable. 6. EXPORT SALES IF SIGNIFICANT Not applicable. 7. LEGAL PROCEEDINGS The nature of our business, i.e., the acquisition, chartering and ownership of our vessels, exposes us to risk of lawsuits for damages or penalties relating to, among other things, personalinjury, property casualty and environmental contamination. Under rules related to maritime proceedings, certain claimants may be entitled to attach charter hire payable to us in certaincircumstances. There are no actions or claims pending against us as of the date of this report. 61Table of Contents8. DIVIDENDS DHT intends to return 100% of its net income to shareholders in the form of quarterly cash dividends (refer to “Item 3.D. Risk Factors—Risks Relating to Our Company—We may notpay dividends in the future”). The timing and amount of dividend payments will be determined by our board of directors and could be affected by various factors, including our cash earnings, financial condition andcash requirements, the loss of a vessel, the acquisition of one or more vessels, required capital expenditures, reserves established by our board of directors, increased or unanticipatedexpenses, a change in our dividend policy, additional borrowings or future issuances of securities, many of which will be beyond our control. The dividends paid related to the four quarters of 2020 amounted to $0.35, $0.48, $0.20 and $0.05 per share of common stock, respectively. The dividends paid related to the four quartersof 2021 amounted to $0.04, $0.02, $0.02 and $0.02 per share of common stock, respectively. The dividends paid related to the four quarters of 2022 amounted to $0.02, $0.04, $0.04 and$0.38 per share of common stock, respectively. Marshall Islands law generally prohibits the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent by the payment of such adividend. We do not expect to pay any income taxes in the Marshall Islands. We also do not expect to pay any income taxes in the U.S. Please see the sections of this report entitled“Item 10. E. Additional Information—Taxation.” B.SIGNIFICANT CHANGES None. ITEM 9.THE OFFER AND LISTING A.OFFER AND LISTING DETAILS Our common stock is listed for trading on the NYSE and is traded under the symbol “DHT.” B.PLAN OF DISTRIBUTION Not applicable. C.MARKETS FOR STOCK Our common stock is listed for trading on the NYSE and is traded under the symbol “DHT.” D.SELLING SHAREHOLDERS Not applicable. E.DILUTION FROM OFFERING Not applicable. 62Table of ContentsF.EXPENSES OF OFFERING Not applicable. ITEM 10.ADDITIONAL INFORMATION A.SHARE CAPITAL Not applicable. B.ARTICLES OF INCORPORATION AND BYLAWS The following is a description of the material terms of our amended and restated articles of incorporation and amended and restated bylaws that are currently in effect. Because thefollowing is only a summary, it does not contain all information that you may find useful. For more complete information you should read our amended and restated articles ofincorporation and amended and restated bylaws, each listed as an exhibit to this report. PURPOSE Our purpose, as stated in Article II of our amended and restated articles of incorporation, is to engage in any lawful act or activity for which corporations may now or hereafter beorganized under the BCA. Our amended and restated articles of incorporation and amended and restated bylaws do not impose any limitations on the ownership rights of ourstockholders. We are registered in the Marshall Islands at the Registrar of Corporations for non-resident corporations, under registration number 39572. AUTHORIZED CAPITALIZATION Under our amended and restated articles of incorporation, our authorized capital stock consists of 250,000,000 shares of common stock, par value $0.01 per share, and 1,000,000 shares ofpreferred stock, par value $0.01 per share. As of December 31, 2022, we had 162,653,339 shares of common stock outstanding. As of March 16, 2023, we had 162,986,561 shares ofcommon stock outstanding and no shares of any class of preferred stock. As of December 31, 2022, neither we nor our subsidiaries hold any shares of common stock or any shares ofany series of preferred stock. In March 2020, our board of directors approved a repurchase through March 2021 of up to $50 million of DHT securities through open market purchases, negotiated transactions or othermeans in accordance with applicable securities laws. In 2020, the Company did not repurchase or retire any shares of common stock. In March 2021, our board of directors approved arepurchase through March 2022 of up to $50 million of DHT securities through open market purchases, negotiated transactions or other means in accordance with applicable securitieslaws. In 2021, we repurchased and retired 5,513,254 shares of common stock in the open market at an average price of $5.82 per share. In March 2022, our board of directors approved arepurchase through March 2023 of up to $50 million of DHT securities through open market purchases, negotiated transactions or other means in accordance with applicable securitieslaws. In 2022, we repurchased and retired 4,326,379 shares of common stock in the open market at an average price of $5.71 per share. In March 2023, our board of directors approved arepurchase through March 2024 of up to $100 million of DHT securities through open market purchases, negotiated transactions or other means in accordance with applicable securitieslaws. The repurchase program may be suspended or discontinued at any time. Any shares of DHT common stock acquired by DHT will be available for reissuance. 63Table of ContentsDescription of Common Stock The rights of our stockholders are set forth in our amended and restated articles of incorporation and amended and restated bylaws, as well as the BCA. Amendments to our amendedand restated articles of incorporation generally require the affirmative vote of the holders of a majority of all outstanding shares entitled to vote. Amendments to our amended andrestated bylaws require the affirmative vote of a majority of our entire board of directors. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Subject to preferences that may be applicable to anyoutstanding shares of preferred stock, holders of shares of common stock are entitled to receive ratably all dividends, if any, declared by our board of directors out of funds legallyavailable for dividends. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and tothe holders of preferred stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive pro rata our remaining assets available for distribution.Holders of common stock do not have conversion, redemption or preemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of commonstock are subject to the rights of the holders of any shares of preferred stock which we have issued or may issue in the future. Our common stock is not subject to any sinking fundprovisions and no holder of any shares will be required to make additional contributions of capital with respect to our shares in the future. There are no provisions in our amended andrestated articles of incorporation or amended and restated bylaws discriminating against a stockholder because of his or her ownership of a particular number of shares. We are not aware of any limitations on the rights to own our common stock, including rights of non-resident or foreign stockholders to hold or exercise voting rights on our commonstock, imposed by foreign law or by our amended and restated articles of incorporation or amended and restated bylaws. Description of Preferred Stock Our amended and restated articles of incorporation authorize our board of directors to establish one or more series of preferred stock and to determine, with respect to any series ofpreferred stock, the terms and rights of that series, including: •the designation of the series; •the number of shares of the series; •the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series; and •the voting rights, if any, of the holders of the series. 64Table of ContentsDIRECTORS Our directors are elected by a plurality of the votes cast by stockholders entitled to vote. There is no provision for cumulative voting. Section 5.01 of our amended and restated articles of incorporation provides that our board of directors must consist of not less than three nor more than twelve members, the exactnumber of directors comprising the entire board of directors as determined from time to time by resolution adopted by the affirmative vote of a majority of the board of directors.Stockholders may change the number of directors only by the affirmative vote of holders of a majority of the outstanding common stock. Our amended and restated bylaws provide that no contract or transaction between us and a director, or one in which a director has a financial interest, is void or voidable solely for thisreason, or solely because the director is present at or participates in a board of directors meeting or committee thereof which authorizes the contract or transaction, or solely because hisor her vote is counted for such purpose, if: (i) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the board ofdirectors or the committee and the board of directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors,or, if the votes of the disinterested directors are insufficient to constitute an act of the board of directors as defined in Section 55 of the BCA, by unanimous vote of the disinteresteddirectors; (ii) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, andthe contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to us as of the time it is authorized, approved orratified by the board of directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of theboard of directors or of a committee which authorizes the contract or transaction. Our board of directors may, in its discretion, fix the amounts which shall be payable to members of the DHT board of directors and to members of any committee, for attendance at themeetings of the board of directors or of such committee and for services rendered to the Company. STOCKHOLDER MEETINGS Under our amended and restated bylaws, annual stockholder meetings will be held at a time and place selected by our board of directors. The meetings may be held in or outside of theMarshall Islands. Special meetings may be called by stockholders holding not less than one-fifth of all the outstanding shares entitled to vote at such meeting. Our board of directorsmay set a record date between 15 and 60 days before the date of any meeting to determine the stockholders that will be eligible to receive notice and vote at the meeting. DISSENTERS’ RIGHTS OF APPRAISAL AND PAYMENT Under the BCA, our stockholders have the right to dissent from various corporate actions, including any merger or consolidation or sale of all or substantially all of our assets not madein the usual course of our business, and receive payment of the fair value of their shares. In the event of any further amendment of our articles of incorporation, a stockholder also hasthe right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting stockholder must follow the procedures setforth in the BCA to receive payment. In the event that we and any dissenting stockholder fail to agree on a price for the shares, the BCA procedures involve, among other things, theinstitution of proceedings in the High Court of the Marshall Islands or in any appropriate court in any jurisdiction in which our shares are primarily traded on a local or national securitiesexchange. 65Table of ContentsSTOCKHOLDERS’ DERIVATIVE ACTIONS Under the BCA, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action; provided that the stockholder bringingthe action is a holder of common stock both at the time the derivative action is commenced and at the time of the transaction to which the action relates. LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS The BCA authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their stockholders for monetary damages for breaches ofdirectors’ fiduciary duties. Our amended and restated bylaws include a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director tothe fullest extent permitted by law. In February 2013, we amended our bylaws to clarify the scope of indemnification rights provided to directors and officers. Our amended and restated bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by law. We are also expressly authorized to advance certainexpenses (including attorneys’ fees and disbursements and court costs) to our directors and officers and carry directors’ and officers’ insurance providing indemnification for ourdirectors, officers and certain employees for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors andexecutive officers. The limitation of liability and indemnification provisions in our amended and restated articles of incorporation and amended and restated bylaws may discourage stockholders frombringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors andofficers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay thecosts of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought. ANTI-TAKEOVER EFFECT OF CERTAIN PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS Several provisions of our amended and restated articles of incorporation and amended and restated bylaws, which are summarized below, may have anti-takeover effects. Theseprovisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize stockholdervalue in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) themerger or acquisition of our Company by means of a tender offer, a proxy contest or otherwise that a stockholder may consider in its best interest or (2) the removal of incumbent officersand directors. Issuance of Capital Stock Under the terms of our amended and restated articles of incorporation and the laws of the Marshall Islands, our board of directors has authority, without any further vote or action byour stockholders, to issue any remaining authorized shares of blank check preferred stock and any remaining authorized shares of our common stock. Our board of directors may issueshares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our Company or the removal of our management. 66Table of ContentsClassified Board of Directors Our amended and restated articles of incorporation provide for the division of our board of directors into three classes of directors, with each class as nearly equal in number as possible,serving staggered, three-year terms. Approximately one-third of our board of directors will be elected each year. This classified board provision could discourage a third party frommaking a tender offer for our shares or attempting to obtain control of us. It could also delay stockholders who do not agree with the policies of our board of directors from removing amajority of our board of directors for two years. Election and Removal of Directors Our amended and restated articles of incorporation prohibit cumulative voting in the election of directors. Our amended and restated bylaws require parties other than the board ofdirectors to give advance written notice of nominations for the election of directors. Our amended and restated articles of incorporation also provide that our directors may be removedonly for cause and only upon the affirmative vote of a majority of the outstanding shares of our capital stock entitled to vote for those directors. These provisions may discourage, delayor prevent the removal of incumbent officers and directors. Our amended and restated bylaws provide that stockholders are required to give us advance notice of any person they wishto propose for election as a director if that person is not proposed by our board of directors. These advance notice provisions provide that the stockholder must have given writtennotice of such proposal not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual general meeting. In the event the annual generalmeeting is called for a date that is not within 30 days before or after such anniversary date, notice by the stockholder must be given not later than 10 days following the earlier of the dateon which notice of the annual general meeting was mailed to stockholders or the date on which public disclosure of the date of the annual general meeting was made. In the case of a special general meeting called for the purpose of electing directors, notice by the stockholder must be given not later than 10 days following the earlier of the date onwhich notice of the special general meeting was mailed to stockholders or the date on which public disclosure of the date of the special general meeting was made. Any nomination notproperly made will be disregarded. A director may be removed only for cause by the stockholders, provided notice is given to the director of the stockholders meeting convened to remove the director and provided suchremoval is approved by the affirmative vote of a majority of the outstanding shares of our capital stock entitled to vote for those directors. The notice must contain a statement of theintention to remove the director and must be served on the director not less than fourteen days before the meeting. The director is entitled to attend the meeting and be heard on themotion for his removal. Limited Actions by Stockholders Our amended and restated articles of incorporation and our amended and restated bylaws provide that any action required or permitted to be taken by our stockholders must be effectedat an annual or special meeting of stockholders or by the unanimous written consent of our stockholders. Our amended and restated articles of incorporation and our amended andrestated bylaws provide that, subject to certain exceptions, our chairman or chief executive officer, at the direction of the board of directors or holders of not less than one-fifth of alloutstanding shares, may call special meetings of our stockholders and the business transacted at the special meeting is limited to the purposes stated in the notice. Accordingly, astockholder may be prevented from calling a special meeting for stockholder consideration of a proposal over the opposition of our board of directors and stockholder consideration of aproposal may be delayed until the next annual meeting. 67Table of ContentsTRANSFER AGENT The registrar and transfer agent for our common stock is American Stock Transfer & Trust Company, LLC. LISTING Our common stock is listed on the NYSE under the symbol “DHT.” COMPARISON OF REPUBLIC OF THE MARSHALL ISLANDS CORPORATE LAW TO DELAWARE CORPORATE LAW Our corporate affairs are governed by our amended and restated articles of incorporation and amended and restated bylaws and by the BCA. The provisions of the BCA resembleprovisions of the corporation laws of a number of states in the U.S. For example, the BCA allows the adoption of various anti-takeover measures such as stockholder “rights” plans.While the BCA also provides that it is to be interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions, there have beenfew court cases interpreting the BCA in the Marshall Islands and we cannot predict whether Marshall Islands courts would reach the same conclusions as U.S. courts. Thus, you mayhave more difficulty in protecting your interests in the face of actions by the management, directors or controlling stockholders than would stockholders of a corporation incorporated ina U.S. jurisdiction which has developed a substantial body of case law. The following table provides a comparison between the statutory provisions of the BCA and the DelawareGeneral Corporation Law relating to stockholders’ rights. Marshall Islands DelawareStockholder Meetings Held at a time and place as designated in the bylaws May be held at such time or place as designated in the certificate of incorporation or thebylaws, or if not so designated, as determined by the board of directors May be held in or outside of the Marshall Islands May be held in or outside of Delaware Notice: Notice: • Whenever stockholders are required to take action at a meeting, written notice shallstate the place, date and hour of the meeting and indicate that it is being issued by orat the direction of the person calling the meeting • Whenever stockholders are required to take action at a meeting, a written notice of themeeting shall state the place, if any, date and hour of the meeting and the means ofremote communication, if any • A copy of the notice of any meeting shall be given personally or sent by mail not lessthan 15 nor more than 60 days before meeting • Written notice shall be given not less than 10 nor more than 60 days before the meeting 68Table of ContentsStockholder’s Voting Rights Any action required to be taken by a meeting of stockholders may be taken without ameeting if unanimous consent is in writing and is signed by all the stockholders entitled tovote on the subject matter Any action which may be taken at any meeting of stockholders may be taken without ameeting, if consent is in writing and signed by the holders of outstanding stock havingnot less than the minimum number of votes that would be necessary to authorize suchaction at a meeting at which all shares entitled to vote thereon were present and voted Any person authorized to vote may authorize another person or persons to act for him byproxy Any person authorized to vote may authorize another person to act for him by proxy Unless otherwise provided in the articles of incorporation a majority of shares entitled tovote, in person or by proxy, constitutes a quorum. In no event shall a quorum consist offewer than one-third of the shares entitled to vote at a meeting For non-stock companies, a certificate of incorporation or bylaws may specify the numberof members to constitute a quorum No provision for cumulative voting For stock corporations, a certificate of incorporation or bylaws may specify the number toconstitute a quorum but in no event shall a quorum consist of less than one-third ofshares entitled to vote at a meeting. In the absence of such specifications, a majority ofshares entitled to vote shall constitute a quorum Marshall Islands Delaware The certificate of incorporation may provide for cumulative voting Directors The board of directors must consist of at least one member The board of directors must consist of at least one member Number of members can be changed by an amendment to the bylaws, by the stockholders,or by action of the board Number of board members shall be fixed by the bylaws, unless the certificate ofincorporation fixes the number of directors, in which case a change in the number shall bemade only by amendment of the certificate of incorporation If the board of directors is authorized to change the number of directors, it can only do soby an absolute majority (majority of the entire board) 69Table of ContentsDissenter’s Rights of Appraisal Stockholders have a right to dissent from a merger or sale of all or substantially all assetsnot made in the usual course of business, and receive payment of the fair value of theirshares Appraisal rights shall be available for the shares of any class or series of stock of acorporation in a merger or consolidation A holder of any adversely affected shares who does not vote on or consent in writing toan amendment to the articles of incorporation has the right to dissent and to receivepayment for such shares if the amendment: • Alters or abolishes any preferential right of any outstanding shares havingpreference; • Creates, alters, or abolishes any provision or right with respect to the redemption ofany outstanding shares; • Alters or abolishes any preemptive right of such holder to acquire shares or othersecurities; or • Excludes or limits the right of such holder to vote on any matter, except as such rightmay be limited by the voting rights given to new shares then being authorized ofany existing or new class Stockholder’s Derivative Actions An action may be brought in the right of a corporation to procure a judgment in its favor,by a holder of shares or of voting trust certificates or of a beneficial interest in such sharesor certificates. It shall be made to appear that the plaintiff is such a holder at the time ofbringing the action and that he was such a holder at the time of the transaction of which hecomplains, or that his shares or his interest therein devolved upon him by operation of law In any derivative suit instituted by a stockholder or a corporation, it shall be averred in thecomplaint that the plaintiff was a stockholder of the corporation at the time of thetransaction of which he complains or that such stockholder’s stock thereafter devolvedupon such stockholder by operation of law Marshall Islands Delaware Complaint shall set forth with particularity the efforts of the plaintiff to secure the initiationof such action by the board or the reasons for not making such effort Such action shall not be discontinued, compromised or settled without the approval of theHigh Court of the Republic Attorney’s fees may be awarded if the action is successful Corporation may require a plaintiff bringing a derivative suit to give security for reasonableexpenses if the plaintiff owns less than 5% of any class of stock and the shares have avalue of less than $50,000 C.MATERIAL CONTRACTS Other than the Executive Officer Employment Agreements, our charters, our guarantees for certain of our subsidiaries, the Danish Ship Finance Credit Facility, the Credit Agricole CreditFacility, the Nordea Credit Facility, the ING Credit Facility and the VAA and IRA with BW Group, each of which is described above, we have not entered into any material contracts otherthan contracts entered into in the ordinary course of business. 70Table of ContentsD.EXCHANGE CONTROLS None. E.TAXATION The following is a discussion of the material Marshall Islands and U.S. federal income tax considerations relevant to an investment decision with respect to the acquisition, ownershipand disposition of our common stock and preferred stock. This discussion does not purport to deal with the tax consequences to all categories of investors, some of which (such asfinancial institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, insurance companies, persons holding our common stock or preferredstock as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, traders in securities that have elected the mark-to-market method of accounting for theirsecurities, certain U.S. expatriates, persons required to accelerate the recognition of any item of gross income with respect to debt securities as a result of such income being recognizedon an applicable financial statement, persons liable for alternative minimum tax, persons who are investors in pass-through entities, persons required to recognize any item of grossincome as a result of such income being recognized on an applicable financial statement, dealers in securities or currencies and investors whose functional currency is not the U.S.dollar) may be subject to special rules. REPUBLIC OF THE MARSHALL ISLANDS TAX CONSIDERATIONS The following are the material Marshall Islands tax consequences of our activities to us and holders of our common stock or preferred stock. We are incorporated in the Marshall Islands.Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholding tax will be imposed upon payments of dividends by us toholders of our common stock or preferred stock. U.S. FEDERAL INCOME TAX CONSIDERATIONS WE RECOMMEND THAT YOU CONSULT WITH YOUR OWN TAX ADVISORS CONCERNING THE OVERALL TAX CONSEQUENCES ARISING IN YOUR OWN PARTICULARSITUATION UNDER U.S. FEDERAL, STATE, LOCAL OR FOREIGN LAW OF THE OWNERSHIP OR DISPOSITION OF OUR COMMON STOCK. This discussion is based on the Code, the Treasury regulations issued thereunder, published administrative interpretations of the IRS and judicial decisions as of the date hereof, all ofwhich are subject to change at any time, possibly on a retroactive basis. Taxation of Our Operating Income Our subsidiaries have elected to be treated as disregarded entities for U.S. federal income tax purposes. As a result, for purposes of the discussion below, our subsidiaries are treated asbranches rather than as separate corporations. 71Table of ContentsU.S. Taxation of Our Shipping Income For purposes of the following discussion, “shipping income” means any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage orbareboat charter basis, from the participation in a pool, partnership, strategic alliance, joint operating agreement, code sharing arrangement or other joint venture we directly or indirectlyown or participate in that generates such income, or from the performance of services directly related to those uses. “U.S. source gross transportation income” includes 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the U.S.Except as discussed below, our U.S. source gross transportation income would be subject to a 4% U.S. federal income tax imposed without allowance for deductions. Shipping incomeattributable to transportation exclusively between non-U.S. ports generally will not be subject to U.S. federal income tax. Under Section 883 of the Code and the regulations thereunder, we will be exempt from the 4% U.S. federal income tax if: 1.we are organized in a foreign country (the “country of organization”) that grants an “equivalent exemption” to corporations organized in the U.S.; and 2.either: (A)more than 50% of the value of our stock is owned, directly or indirectly, by individuals who are “residents” of our country of organization or of another foreign country that grantsan “equivalent exemption” to corporations organized in the U.S., referred to as the “50% Ownership Test,” or (B)our stock is “primarily and regularly traded on an established securities market” in our country of organization, in another country that grants an “equivalent exemption” to U.S.corporations or in the U.S., referred to as the “Publicly Traded Test.” The Marshall Islands, the jurisdiction where we are incorporated, grants an “equivalent exemption” to U.S. corporations. Therefore, we will be eligible for the exemption under Section883 of the Code if either the 50% Ownership Test or the Publicly Traded Test is met. Because our common stock is traded on the NYSE and our stock is widely held, it would be difficultor impossible for us to establish that we satisfy the 50% Ownership Test. As to the Publicly Traded Test, the regulations under Section 883 of the Code provide, in pertinent part, that stock of a foreign corporation will be considered to be “primarily traded” onan established securities market in a country if the number of shares of each class of stock that is traded during any taxable year on all established securities markets in that countryexceeds the number of shares in each such class that is traded during that year on established securities markets in any other single country. We believe that our common stock is, andwill continue to be, “primarily traded” on the NYSE, which is an established securities market for these purposes. The Publicly Traded Test also requires our common stock to be “regularly traded” on an established securities market. Because our common stock is listed on the NYSE, and because ourpreferred stock, if any, is not listed for trading on any exchange, our common stock is the only class of our outstanding stock traded on an established securities market. Our commonstock will be treated as “regularly traded” on the NYSE for purposes of the Publicly Traded Test if: (i)our common stock represents more than 50% of the total combined voting power of all classes of our stock entitled to vote and of the total value of all of our outstanding stock,referred to as the “trading threshold test”; 72Table of Contents(ii)our common stock is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or 1/6 of the days in a short taxable year, referred to as the“trading frequency test”; and (iii)the aggregate number of shares of our common stock traded on such market during the taxable year is at least 10% of the average number of shares of our common stockoutstanding during such year (as appropriately adjusted in the case of a short taxable year), referred to as the “trading volume test.” We believe we satisfy the trading threshold test. We also believe we satisfy, and will continue to satisfy, the trading frequency and trading volume tests. However, even if we do notsatisfy these tests in the future, both tests are deemed satisfied if our common stock is traded on an established securities market in the U.S. and is regularly quoted by dealers making amarket in such stock. Because our common stock is listed on the NYSE, we believe this is and will continue to be the case. Notwithstanding the foregoing, our common stock will not be considered to be “regularly traded” on an established securities market for any taxable year in which 50% or more of thevote and value of such stock is owned, actually or constructively under certain stock attribution rules, on more than half the days during the taxable year by persons who each own 5%or more of the vote and value of such stock, referred to as the “5 Percent Override Rule.” In order to determine the persons who actually or constructively own 5% or more of the voteand value of our common stock (“5% Stockholders”), we are permitted to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the SEC as having a 5%or more beneficial interest in our common stock. In addition, an investment company identified on a Schedule 13G or Schedule 13D filing which is registered under the InvestmentCompany Act of 1940, as amended, will not be treated as a 5% Stockholder for such purposes. We believe that the 5 Percent Override Rule has not been triggered with respect to our common stock. However, the 5 Percent Override Rule might be triggered in the future as a result offactual circumstances beyond our control, for example, if one or more stockholders became a 5% Stockholder. In this case, the 5 Percent Override Rule will nevertheless not apply if wecan establish that among the closely held group of 5% Stockholders, there are sufficient 5% Stockholders that are considered to be “qualified stockholders” for purposes of Section 883of the Code to preclude non-qualified 5% Stockholders in the closely held group from owning 50% or more of the value of our common stock for more than half the number of daysduring the taxable year. In any year that the 5 Percent Override Rule is triggered with respect to our common stock, we will be eligible for the exemption from tax under Section 883 of theCode only if (i) we can nevertheless satisfy the Publicly Traded Test, which would require us to show that the exception to the 5 Percent Override Rule applies, as described above, or if(ii) we can satisfy the 50% Ownership Test. In either case, we would have to satisfy certain substantiation requirements regarding the identity and certain other aspects of ourstockholders which generally would require that we receive certain statements from certain of our direct and indirect stockholders. These requirements are onerous and there is noassurance that we would be able to satisfy them. Based on the foregoing, we believe we satisfy, and will continue to satisfy, the Publicly Traded Test, and therefore we qualify for the exemption under Section 883 of the Code. However,if at any time in the future, including in 2023, we fail to qualify for these benefits, our U.S. source gross transportation income, to the extent not considered to be “effectively connected”with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions.Since 50% of our gross shipping income for transportation that begins or ends in the U.S. would be treated as U.S. source gross transportation income, the effective rate of U.S. federalincome tax on such gross shipping income would be 2%. If the benefits of Section 883 of the Code become unavailable to us in the future, any of our U.S. source gross transportation income that is considered to be “effectively connected”with the conduct of a U.S. trade or business, as described below, net of applicable deductions, would be subject to U.S. federal corporate income tax at a current rate of 21%. In addition,we may be subject to the 30% “branch profits tax” on such earnings, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to theconduct of our U.S. trade or business. 73Table of ContentsWe believe that none of our U.S. source gross transportation income will be “effectively connected” with the conduct of a U.S. trade or business. Such income would be “effectivelyconnected” only if: •we had, or were considered to have, a fixed place of business in the U.S. involved in the earning of U.S. source gross transportation income and •substantially all of our U.S. source gross transportation income was attributable to regularly scheduled transportation, such as the operation of a vessel that followed a publishedschedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the U.S. We believe that we will not meet these conditions because we do not have, and we do not intend to have or permit circumstances that would result in our having, such a fixed place ofbusiness in the U.S. or any vessel sailing to or from the U.S. on a regularly scheduled basis. Income attributable to transportation that both begins and ends in the U.S. is not subject to the tax rules described above. Such income is subject to either a 30% gross-basis tax or to aU.S. federal corporate income tax on net income at a rate of 21% (and the branch profits tax described above). Although there can be no assurance, we do not expect to engage intransportation that produces shipping income of this type. U.S. Taxation of Gain on Sale of Vessels Regardless of whether we qualify for exemption under Section 883 of the Code, we will not be subject to U.S. federal income taxation with respect to gain realized on a sale of a vessel;provided that the sale is considered to occur outside of the U.S. under U.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the U.S. forthis purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the U.S. We expect that any sale of a vessel will be so structured that it will beconsidered to occur outside of the U.S. U.S. Federal Income Taxation of “U.S. Holders” The following section applies to you only if you are a “U.S. Holder.” For this purpose, a “U.S. Holder” means a beneficial owner of shares of our common stock (other than an entity orarrangement that is treated as a partnership for U.S. federal income tax purposes) that, for U.S. federal income tax purposes: •is an individual who is a U.S. citizen or resident, a U.S. corporation (or other entity that is classified as a corporation for U.S. income tax purposes), an estate the income of whichis subject to U.S. federal income taxation regardless of its source, or a trust if (1) a court within the U.S. is able to exercise primary jurisdiction over the administration of the trustand one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) the trust has validly elected to be treated as a U.S. trust, •owns our common stock as a capital asset, and •owns actually and constructively less than 10% of our common stock by vote and value. 74Table of ContentsIf an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes holds our common stock, the U.S. federal income tax treatment of a partner will generallydepend on the status of the partner, the tax treatment of the partnership and certain determinations made at the partner level. A partner in a partnership holding our common stock isurged to consult its own tax advisor. Distributions on Our Common Stock Subject to the discussion of PFICs below, any distributions made by us with respect to our common stock to a U.S. Holder will generally constitute dividends, which may be taxable asordinary income or “qualified dividend income” as described below, to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income taxprinciples (“E&P”). Distributions in excess of such E&P will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in its common stock (determinedseparately for each share) on a dollar-for-dollar basis and thereafter as capital gain. U.S. Holders that are corporations will generally not be entitled to claim a dividends receiveddeduction with respect to any distributions they receive from us. Dividends paid with respect to our common stock will generally be treated as “passive income” for purposes ofcomputing allowable foreign tax credits for U.S. foreign tax credit purposes. Dividends paid on our common stock to a U.S. Holder who is an individual, trust or estate (a “U.S. Non-Corporate Holder”) will generally be treated as “qualified dividend income” that istaxable to such U.S. Non-Corporate Holder at a current maximum preferential tax rate of 20%; provided that (i) our common stock is readily tradable on an established securities market inthe U.S. (such as the NYSE), which we expect to be the case; (ii) we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (seethe discussion below); (iii) the U.S. Non-Corporate Holder has owned the common stock for more than 60 days in the 121-day period beginning 60 days before the date on which suchcommon stock becomes ex-dividend (and has not entered into certain risk limiting transactions with respect to such common stock); and (iv) the U.S. Non-Corporate Holder is not underan obligation to make related payments with respect to positions in substantially similar or related property. Any dividends we pay out of E&P which are not eligible for the preferentialtax rates will be taxed at ordinary income rates in the hands of a U.S. Non-Corporate Holder. Special rules may apply to any “extraordinary dividend” generally, a dividend in an amountwhich is equal to or in excess of 10% of a stockholder’s adjusted basis (or fair market value in certain circumstances) in a share of our common stock paid by us. If we pay an“extraordinary dividend” on our common stock that is treated as “qualified dividend income,” then any loss derived by a U.S. Non-Corporate Holder from the subsequent sale orexchange of such stock will be treated as long-term capital loss to the extent of the amount of such dividend. There is no assurance that any dividends paid on our common stock will beeligible for these preferential tax rates in the hands of a U.S. Non-Corporate Holder, although we believe that they will be so eligible, provided that we are not a PFIC, as discussed below. Sale, Exchange or Other Disposition of Our Common Stock Provided that we are not a PFIC for any taxable year, a U.S. Holder generally will recognize capital gain or loss upon a sale, exchange or other disposition of our common stock in anamount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis in such stock. Such gain orloss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain orloss will generally be treated as U.S. source income or loss, as applicable, for U.S. foreign tax credit purposes. Long-term capital gains of U.S. Non-Corporate Holders are generallyeligible for a current maximum 20% preferential tax rate. A U.S. Holder’s ability to deduct capital losses against income is subject to certain limitations. 75Table of ContentsPFIC Status and Significant Tax Consequences Special U.S. federal income tax rules apply to a U.S. Holder that holds stock in a non-U.S. corporation classified as a PFIC for U.S. federal income tax purposes. In particular, U.S. Non-Corporate Holders would not be eligible for the current maximum 20% preferential tax rate on qualified dividends. In general, we will be treated as a PFIC with respect to a U.S. Holder if,for any taxable year in which the U.S. Holder held our common stock, either: •at least 75% of our gross income for such taxable year consists of “passive income” (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of arental business), or •at least 50% of the average value of our assets during such taxable year consists of “passive assets” (i.e., assets that produce, or are held for the production of, passive income). Income earned, or treated as earned (for U.S. federal income tax purposes), by us in connection with the performance of services would not constitute passive income. By contrast, rentalincome would generally constitute “passive income” unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business. We believe that it is more likely than not that the gross income we derive, or are deemed to derive, from our time chartering activities is properly treated as services income rather thanrental income. Assuming this is correct, our income from time chartering activities would not constitute “passive income,” and the assets we own and operate in connection with theproduction of that income would not constitute passive assets. Consequently, based upon our actual and projected income, assets and activities, we believe it is more likely than notthat we are not currently a PFIC and will not become a PFIC in the foreseeable future. There is substantial legal authority supporting the position that we are not a PFIC, consisting of case law and IRS pronouncements concerning the characterization of income derivedfrom time chartering activities as services income for other tax purposes. Nonetheless, it should be noted that there is legal uncertainty in this regard because the U.S. Court of Appealsfor the Fifth Circuit has held that, for purposes of a different set of rules under the Code, income derived from certain time chartering activities should be treated as rental income ratherthan services income. However, the IRS stated that it disagrees with the holding of this Fifth Circuit case, and that income from time chartering activities should be treated as servicesincome. We have not sought, and we do not expect to seek, an IRS ruling on this matter. Accordingly, no assurance can be given that the IRS or a court will accept this position, andthere is a risk that the IRS or a court could determine that we are a PFIC. No assurance can be given that this result will not occur. In addition, although we intend to conduct our affairsin a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in thefuture, or that we can avoid PFIC status in the future. If we are a PFIC for any taxable year during which a U.S. Holder owns our common stock, such U.S. Holder will, for any taxable year during which we are treated as a PFIC, generally berequired to file IRS Form 8621 with his or her U.S. federal income tax return to report his or her ownership of our common stock if the total value of all PFIC stock that such U.S. Holderdirectly or indirectly owns exceeds certain thresholds. U.S. Holders are urged to consult their own tax advisors concerning the filing of IRS Form 8621. In addition, as discussed more fully below, if we were treated as a PFIC for any taxable year, a U.S. Holder would be subject to different taxation rules depending on whether the U.S.Holder made an election to treat us as a “Qualified Electing Fund,” which election is referred to as a “QEF election.” As an alternative to making a QEF election, a U.S. Holder should beable to make a “mark-to-market” election with respect to our common stock as discussed below. The PFIC rules are complex, and you are encouraged to consult your own tax advisorregarding the PFIC rules, including the annual PFIC reporting requirement. 76Table of ContentsTaxation of U.S. Holders of a PFIC Making a Timely QEF Election If we were a PFIC for any taxable year and a U.S. Holder made a timely QEF election, such U.S. Holder being referred to as an “Electing Holder,” the Electing Holder would be required toreport each year for U.S. federal income tax purposes the Electing Holder’s pro rata share of our ordinary earnings (as ordinary income) and our net capital gain (which gain shall notexceed our E&P for the taxable year and would be reported as long-term capital gain), if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardlessof whether or not distributions were received from us by the Electing Holder. Any such income inclusions would not be eligible for the current maximum 20% preferential tax ratesapplicable to qualified dividend income as discussed above. The Electing Holder’s adjusted tax basis in our common stock would be increased to reflect taxed but undistributed E&P.Distributions of E&P that had been previously taxed would, pursuant to this election, result in a corresponding reduction in the adjusted tax basis in such common stock and would notbe taxed again once distributed. An Electing Holder would not, however, be entitled to a deduction for its pro rata share of any losses that we incurred with respect to any year. AnElecting Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of such common stock. A U.S. Holder would make a QEF election with respect toany year that we are a PFIC by filing IRS Form 8621 with its U.S. federal income tax return. If we were to become aware that we were treated as a PFIC for any taxable year, we would notifyall U.S. Holders of such treatment and provide each U.S. Holder with all necessary information in order to make the QEF election described above. Even if a U.S. Holder makes a QEFelection for one of our taxable years, if we were a PFIC for a prior taxable year during which the holder was a stockholder and for which the holder did not make a timely QEF election, theholder would also be subject to the different and more adverse tax consequences described below under “—Taxation of U.S. Holders of a PFIC Not Making a Timely QEF or ‘Mark-to-Market’ Election.” A QEF election generally will not have any effect with respect to any taxable year for which we are not a PFIC, but will remain in effect with respect to any subsequent taxable year forwhich we are a PFIC. Taxation of U.S. Holders of a PFIC Making a “Mark-to-Market” Election Alternatively, if we were treated as a PFIC for any taxable year and our common stock is treated as “marketable stock,” a U.S. Holder would be allowed to make a “mark-to-market”election with respect to such stock; provided that the U.S. Holder completes and files IRS Form 8621 with its U.S. federal income tax return. We believe our common stock will be treatedas “marketable stock” for this purpose. If the mark-to-market election is made with respect to a U.S. Holder’s common stock, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, ofthe fair market value of such common stock at the end of the taxable year over the U.S. Holder’s adjusted tax basis in such common stock. The U.S. Holder would also be permitted anordinary loss in respect of the excess, if any, of the U.S. Holder’s adjusted tax basis in such common stock over its fair market value at the end of the taxable year, but only to the extentof the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder’s tax basis in its common stock would be adjusted to reflect any such income orloss amount. Gain realized on the sale, exchange or other disposition of our common stock would be treated as ordinary income, and any loss realized on the sale, exchange or otherdisposition of the common stock would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the U.S. Holder inincome. 77Table of ContentsTaxation of U.S. Holders of a PFIC Not Making a Timely QEF or “Mark-to-Market” Election Finally, if we were treated as a PFIC for any taxable year, a U.S. Holder that does not make either a QEF election or a “mark-to-market” election for that year, referred to as a “Non-ElectingHolder,” would be subject to special rules with respect to (i) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on our common stock in ataxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’sholding period for such common stock), and (ii) any gain realized on the sale, exchange or other disposition of our common stock. Under these special rules: •the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common stock, •the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we were a PFIC during the Non-Electing Holder’s holding period wouldbe taxed as ordinary income, and •the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interestcharge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. These penalties would not apply to a qualified pension, profit-sharing or other retirement trust or other tax-exempt organization that did not borrow money or otherwise utilize leverage inconnection with its acquisition of our common stock. If we were a PFIC, and a Non-Electing Holder who was an individual died while owning our common stock, such holder’s successorgenerally would not receive a step-up in tax basis with respect to such stock. Certain of these rules would apply to a U.S. Holder who made a QEF election for one of our taxable years ifwe were a PFIC in a prior taxable year during which the holder held our common stock and for which the holder did not make a QEF election. Medicare Tax A U.S. Non-Corporate Holder (excluding certain trusts within a special class of trusts that is exempt from such tax) is subject to a 3.8% tax on the lesser of (1) such U.S. Holder’s “netinvestment income” for the relevant taxable year and (2) the excess of such U.S. Holder’s modified gross income for the taxable year over a certain threshold (which in the case ofindividuals will be between $125,000 and $250,000, depending on the individual’s circumstances). Such a U.S. Holder’s net investment income will generally include such U.S. Holder’sgross interest income and dividend income and net gains from the disposition of our common stock, unless such interest, dividends or net gains are derived in the ordinary course of theconduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). A U.S. Non-Corporate Holder is urged to consult the holder’s own taxadvisor regarding the applicability of the Medicare tax to the holder’s ownership of our common stock. U.S. Federal Income Taxation of “Non-U.S. Holders” The following section applies to you only if you are a “Non-U.S. Holder.” For this purpose, a “Non-U.S. Holder” means a beneficial owner of shares of our common stock (other than anentity or arrangement that is treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder. Distributions on Our Common Stock Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on distributions received from us with respect to our common stock, unless that interest ordividend income is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the U.S. If the Non-U.S. Holder is entitled to the benefits of an applicable U.S.income tax treaty with respect to those distributions, that income is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the U.S. 78Table of ContentsSale, Exchange or Other Taxable Disposition of Our Common Stock Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our common stock,unless: •the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the U.S. (and, if the Non-U.S. Holder is entitled to the benefits of an applicableU.S. income tax treaty with respect to that gain, that gain is attributable to a permanent establishment maintained by the Non-U.S. Holder in the U.S.); or •the Non-U.S. Holder is an individual who is present in the U.S. for 183 days or more during the taxable year of disposition and other conditions are met. If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, any income from the common stock, including dividends and the gain from the sale,exchange or other disposition of such stock, that is effectively connected with the conduct of that trade or business will generally be subject to regular U.S. federal income tax in thesame manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, if you are a Non-U.S. Holder that is a corporation for U.S. federal income taxpurposes, your E&P that is attributable to the effectively connected income, which is subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, orat a lower rate as may be specified by an applicable U.S. income tax treaty. Tax Return Disclosure Requirements Individual U.S. Holders (and to the extent specified in applicable Treasury regulations, certain individual Non-U.S. Holders and certain U.S. Holders that are entities) that hold certainspecified foreign financial assets with values in excess of certain dollar thresholds are required to report such assets on IRS Form 8938 with their U.S. federal income tax return, subject tocertain exceptions (including an exception for foreign assets held in accounts maintained by U.S. financial institutions). Stock of a non-U.S. corporation, including our common stock, is aspecified foreign financial asset for this purpose. Substantial penalties apply for failure to properly complete and file Form 8938. You are encouraged to consult your own tax advisorregarding the filing of this form. Backup Withholding and Information Reporting In general, dividend payments (or other taxable distributions) and proceeds from the disposition of our common stock made to you may be subject to information reporting requirementsif you are a U.S. Non-Corporate Holder. Such payments may also be subject to backup withholding if you are a U.S. Non-Corporate Holder and you: •fail to provide an accurate taxpayer identification number; •are notified by the IRS that you have failed to report all interest or dividends required to be shown on your U.S. federal income tax returns; or •in certain circumstances, fail to comply with applicable certification requirements. 79Table of ContentsNon-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on IRS Form W-8BEN, W-8BEN-E, W-8ECI orW-8IMY, as applicable. If you are a Non-U.S. Holder and you sell our common stock to or through a U.S. office of a broker, the payment of the proceeds is subject to both U.S. backup withholding andinformation reporting unless you certify that you are a non-U.S. person, under penalties of perjury, or you otherwise establish an exemption. If you sell our common stock through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the U.S., then information reporting and backup withholding generally will not apply to that payment.However, U.S. information reporting requirements and, depending on the circumstances, backup withholding, will apply to a payment of sales proceeds, even if that payment is made toyou outside the U.S., if you sell our common stock through a non-U.S. office of a broker that is a U.S. person or has certain other contacts with the U.S. However, such informationreporting requirements or backup withholding will not apply if the broker has documentary evidence in its records that you are a non-U.S. person and certain other conditions are met, oryou otherwise establish an exemption. Backup withholding is not an additional tax. Rather, you generally may obtain a credit or refund of any amounts withheld under backupwithholding rules that exceed your income tax liability by timely filing a refund claim with the IRS. F.DIVIDENDS AND PAYING AGENTS Not applicable. G.STATEMENT OF EXPERTS Not applicable. H.DOCUMENTS ON DISPLAY The descriptions of each contract, agreement or other document filed as an exhibit to this report are summaries only and do not purport to be complete. Each such description is qualifiedin its entirety by reference to such exhibit for a more complete description of the matter involved. We are subject to the informational requirements of the Exchange Act and in accordance therewith will file reports and other information with the SEC. Such reports and other informationcan be inspected and copied at the public reference facilities maintained by the SEC at its principal offices at 100 F Street, N.E., Washington, D.C. 20549. Copies of such information maybe obtained from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. The SEC also maintains a website (http://www.sec.gov) thatcontains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. As a foreign private issuer, we are not subject to the proxy rules under Section 14 of the Exchange Act and our officers, directors and principal stockholders are not subject to the insidershort-swing profit disclosure and recovery provisions under Section 16 of the Exchange Act. As a foreign private issuer, we are not required to publish financial statements as frequently or as promptly as U.S. companies; however, we intend to furnish holders of our commonstock with reports annually containing consolidated financial statements audited by independent accountants. We also intend to file quarterly unaudited financial statements undercover of Form 6-K. 80Table of ContentsI.SUBSIDIARY INFORMATION Not applicable. ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risk from changes in interest rates related to the variable rate of the borrowings under our secured credit facilities. Amounts borrowed under the credit facilitiesbear interest at a rate equal to LIBOR plus a margin. Increasing interest rates could affect our future profitability. In certain situations, we may enter into financial instruments to reducethe risk associated with fluctuations in interest rates. A one percentage point increase in LIBOR would have increased our interest expense for the year ended December 31, 2022 by$0.9million based upon our debt level as of December 31, 2022 ($2.0 million in 2021). We have only immaterial currency risk since all income and all vessel expenses are in U.S. dollars. We are exposed to credit risk from our operating activities (primarily for trade receivables) and from our financing activities, including deposits with banks and financial institutions. Weseek to diversify the credit risk on our cash deposits by spreading the risk among various financial institutions. The majority of our cash is held by DNB, Nordea, ABN AMRO, OCBC,Credit Agricole and CFM Indosuez. Historically, the tanker markets have been volatile as a result of the many conditions and factors that can affect the price, supply and demand fortanker capacity. Changes in demand for transportation of oil over longer distances and supply of tankers to carry that oil may materially affect our revenues, profitability and cash flows.A significant part of our vessels is currently exposed to the spot market. A discussion of our accounting policies for derivative financial instruments and further information on our exposure to market risk are included in the notes to our audited consolidatedfinancial statements included elsewhere in this report. ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES Not applicable. PART II ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES None. ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS Not applicable. 81Table of ContentsITEM 15.CONTROLS AND PROCEDURES A.DISCLOSURE CONTROLS AND PROCEDURES As of the end of the fiscal year ended December 31, 2022 (the “Evaluation Date”), we conducted an evaluation (under the supervision and with the participation of management,including the president & chief executive officer and the chief financial officer), pursuant to Rule 13a-15 of the Exchange Act, of the effectiveness of the design and operation of ourdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) intended to ensure that information required to be disclosed by DHT in reports that wefile or submit under the U.S. Exchange Act is (i) recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management to allow timely decisions regarding required disclosure. Based on this evaluation, our president & chief executive officer and chief financial officer concluded that as of the Evaluation Date, our disclosure controls and procedures wereeffective to provide reasonable assurance that material information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarizedand reported within the time periods specified in the rules and forms of the SEC. Our management has concluded that the consolidated financial statements included in this AnnualReport fairly present, in all material respects, our financial position, income statement, changes in stockholders’ equity and cash flows for the periods presented. Our auditors have expressed an unqualified opinion on the consolidated financial statements as of and for the year ended December 31, 2022. B.MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING In accordance with Rule 13a-15 of the Exchange Act, the management of DHT Holdings, Inc. and its subsidiaries (the “Company”) is responsible for the establishment and maintenanceof adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process that includes numerous controls designed to providereasonable assurance regarding the reliability of financial reporting, and the preparation and presentation of financial statements for external purposes in accordance with generallyaccepted accounting principles. The Company’s system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of recordsthat, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being madeonly in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Management has performed an assessment of the effectiveness ofthe Company’s internal controls over financial reporting as of December 31, 2022 based on the provisions of Internal Control-Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission (“COSO”) in 2013. Based on our assessment, management has concluded that the Company’s internal controls over financialreporting were effective as of December 31, 2022. C.ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Ernst & Young AS, an independent registered public accounting firm.Their report appears in Item 18 on page F-3. 82Table of ContentsD.CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There have been no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2022 that have materially affected, or are reasonablylikely to materially affect, our internal control over financial reporting. ITEM 16.RESERVED ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT Our board of directors has determined that Mr. Erik Lind is an “audit committee financial expert,” as defined in paragraph (b) of Item 16A of Form 20-F. Mr. Lind is “independent,” asdetermined in accordance with the rules of the NYSE. ITEM 16B.CODE OF ETHICSWe have adopted a Code of Business Conduct and Ethics that applies to all employees, including our president & chief executive officer (our principal executive officer) and chieffinancial officer (our principal accounting officer). In December 2018, we revised our Code of Business Conduct and Ethics to clarify our policy regarding unfair-dealing practices, record-keeping and retention and use of company property. In November 2019, we revised our Code of Business Conduct and Ethics to designate our chief financial officer as the primarycontact for inquiries regarding our insider trading policy. We have posted this Code of Ethics to our website at www.dhtankers.com, where it is publicly available. ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table shows the fees that the Company was billed for the audit and other services provided by Ernst & Young AS for the fiscal years ended December 31, 2022 and 2021.Fees 2022 2021 Audit Fees 1 $459,956 $516,758 Audit-Related Fees 2 37,018 43,624 Tax Fees - - All Other Fees - - Total $496,973 $560,383 1Audit fees for 2022 and 2021 represent fees for professional services provided in connection with the audit of our consolidated financial statements as of and for the periods endedDecember 31, 2022 and 2021, respectively. 2Audit-related fees for 2022 consisted of $37,018 in respect of quarterly procedures. Audit-related fees for 2021 consisted of $43,624 in respect of quarterly procedures. 83Table of ContentsThe audit committee has the authority to pre-approve permissible audit-related and non-audit services to be performed by our Independent Registered Public Accounting Firm andassociated fees. Engagements for proposed services either may be separately pre-approved by the audit committee or entered into pursuant to detailed pre-approval policies andprocedures established by the audit committee, as long as the audit committee is informed on a timely manner of any engagement entered into on that basis. The audit committeeseparately pre-approved all engagements and fees paid to our Independent Registered Public Accounting Firm, Ernst & Young AS, in the fiscal years ended December 31, 2022 and 2021. ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES Not applicable. ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS Number of sharespurchased1 Average price paidper share Total number of sharespurchased as part of ourpublicly announcedprogram Maximum dollar value of sharesthat may yet be purchased underthe program (USD millions) January 2022 - $- - $50.0 February 2022 - - - 50.0 March 2022 - - - 50.0 April 2022 - - - 50.0 May 2022 - - - 50.0 June 2022 2,826,771 5.63 2,826,771 34.1 July 2022 1,499,608 5.87 1,499,608 25.3 August 2022 - - - 25.3 September 2022 - - - 25.3 October 2022 - - - 25.3 November 2022 - - - 25.3 December 2022 - - - 25.3 Total 4,326,379 $5.71 4,326,379 $25.3 1These shares were repurchased under the authorized share repurchase program of up to $50.0 million covering the period from March 2022 to March 2023, approved by our board inMarch 2022. ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANTNot applicable.ITEM 16G.CORPORATE GOVERNANCEWe are fully compliant with the listing standards of the NYSE applicable to foreign private issuers. Except to the extent described below and in “Item 10.B. Additional Information—Articles of Incorporation and Bylaws,” our corporate governance practices do not significantly differ from those followed by U.S. companies listed on the NYSE. A general summary ofthe material differences between the BCA and the General Corporations Law of the State of Delaware is set forth under “Item 10.B. Additional Information—Articles of Incorporation andBylaws—Comparison of Republic of the Marshall Islands Corporate Law to Delaware Corporate Law” above.84Table of ContentsStatement of Significant Differences Between Our Corporate Governance Practices and the New York Stock Exchange Corporate Governance Standards for U.S. IssuersPursuant to certain exceptions for foreign private issuers, we are not required to comply with certain of the corporate governance practices followed by U.S. companies under the NYSElisting standards. However, pursuant to Section 303A.11 of the NYSE Listed Company Manual and the requirements of Form 20-F, we are required to state any significant differencesbetween our corporate governance practices and the practices required by the NYSE. We believe that our established practices in the area of corporate governance are in line with thespirit of the NYSE standards and provide adequate protection to our stockholders. There are no significant differences between our corporate governance practices and the NYSEstandards applicable to listed U.S. companies.ITEM 16H.MINE SAFETY DISCLOSURENot applicable.ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONSNot applicable.85Table of ContentsPART IIIITEM 17.FINANCIAL STATEMENTSNot applicable.ITEM 18.FINANCIAL STATEMENTSThe following financial statements, together with the related report of Ernst & Young AS (PCAOB ID: 1572), an independent registered public accounting firm, are filed as part of thisAnnual Report:DHT Holdings, Inc. Consolidated Financial StatementsPage Reports of Independent Registered Public Accounting Firm - Ernst & Young AS (PCAOB ID: 1572)F-2Report of Independent Registered Public Accounting Firm – Deloitte AS (PCAOB ID: 1191)F-4Consolidated Statement of Financial Position as of December 31, 2022 and 2021F-5Consolidated Income Statement for the years ended December 31, 2022, 2021 and 2020F-6Consolidated Statement of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020F-7Consolidated Statement of Changes in Stockholders’ Equity for the years ended December 31, 2022, 2021 and 2020F-8Consolidated Statement of Cash Flow for the years ended December 31, 2022, 2021 and 2020F-9Notes to the Consolidated Financial Statements for the years ended December 31, 2022, 2021 and 2020F-10ITEM 19.EXHIBITS1.1Amended and Restated Articles of Incorporation of DHT Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 6-K of DHT Holdings, Inc. forthe month of June 2017, Commission File Number 001-32640).1.2Amended and Restated Bylaws of DHT Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month ofMay 2022, Commission File Number 001-32640).1.3Form of Common Stock Certificate of DHT Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Annual Report on Form 20-F of DHT Holdings, Inc. for the yearended December 31, 2014, Commission File Number 001-32640).2.1Description of DHT Holdings, Inc.’s Securities Registered Under Section 12 of the Exchange Act.4.1Investor Rights Agreement, dated as of April 20, 2017, between DHT Holdings, Inc. and BW Group Limited (incorporated by reference to Exhibit 10.1 of the Current Report onForm 6-K of DHT Holdings, Inc. for the month of April 2017, Commission File Number 001-32640).4.2Danish Ship Finance Credit Facility (incorporated by reference to Exhibit 4.1.7 of the Annual Report on Form 20-F of DHT Holdings, Inc. for the year ended December 31,2014, Commission File Number 001-32640).4.3Credit Agricole Credit Facility, dated as of June 22, 2015, as amended and restated November 29, 2022, among DHT Tiger Limited, as borrower, DHT Holdings, Inc., asguarantor, the lenders party thereto and Credit Agricole Corporate and Investment Bank, as Agent.4.4Nordea Credit Facility, dated as of May 14, 2021, among the borrowers party thereto, DHT Holdings, Inc., as guarantor, the lenders party thereto and Nordea Bank Abp, filial iNorge, as Agent (incorporated by reference to Exhibit 4.6 of the Annual Report on Form 20-F of DHT Holdings, Inc. for the year ended December 31, 2021, Commission FileNumber 001-32640).4.5ING Credit Facility, dated as of January 26, 2023, among the borrowers party thereto, DHT Holdings, Inc., as guarantor, the lenders party thereto and ING Bank N.V., as Agent.4.6Employment Agreement of Svein Moxnes Harfjeld with DHT Management S.A.M. (effective as of November 1, 2019) (incorporated by reference to Exhibit 4.8 of the AnnualReport on Form 20-F of DHT Holdings, Inc. for the year ended December 31, 2019, Commission File Number 001-32640).4.7Retirement Agreement of Trygve P. Munthe, dated January 24, 2022 between Trygve P. Munthe, DHT Holdings, Inc. and DHT Management S.A.M (incorporated by referenceto Exhibit 4.10 of the Annual Report on Form 20-F of DHT Holdings, Inc. for the year ended December 31, 2021, Commission File Number 001-32640).4.8Employment Agreement of Laila Cecilie Halvorsen with DHT Management AS. (incorporated by reference to Exhibit 4.8 of the Annual Report on Form 20-F of DHT Holdings,Inc. for the year ended December 31, 2018, Commission File Number 001-32640).86Table of Contents4.9Form of Indemnification Agreement (incorporated by reference to Exhibit 4.9 of the Annual Report on Form 20-F of DHT Holdings, Inc. for the year ended December 31, 2018,Commission File Number 001-32640).4.102019 Incentive Compensation Plan (filed as Exhibit 4.1 to our Registration Statement on Form S-8 (File No. 333-234062) with the SEC on September 26, 2019, and incorporatedherein by reference).4.112022 Incentive Compensation Plan.8.1List of Significant Subsidiaries.12.1Certification of President & Chief Executive Officer required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(b)).12.2Certification of Chief Financial Officer required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(b)).13.1Certification furnished pursuant to Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18.23.1Consent of Ernst & Young AS.23.2Consent of Deloitte AS101.INSXBRL Instance Document101.SCHXBRL Taxonomy Extension Schema Document101.CALXBRL Taxonomy Extension Calculation Linkbase Document101.DEFXBRL Taxonomy Extension Definition Linkbase Document101.LABXBRL Taxonomy Extension Label Linkbase Document101.PREXBRL Taxonomy Extension Presentation Linkbase87Table of ContentsSIGNATURESThe registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on itsbehalf. DHT HOLDINGS, INC. Date: March 23, 2023By:/s/ Svein Moxnes Harfjeld Name:Svein Moxnes Harfjeld Title:President & Chief Executive Officer(Principal Executive Officer)88Table of ContentsFINANCIAL STATEMENTSDHT Holdings, Inc.Index to Consolidated Financial StatementsDHT Holdings, Inc. Consolidated Financial StatementsReports of Independent Registered Public Accounting Firm - Ernst & Young AS (PCAOB ID: 1572)F-2Report of Independent Registered Public Accounting Firm - Deloitte AS (PCAOB ID: 1191)F-4Consolidated Statement of Financial Position as of December 31, 2022 and 2021F-5Consolidated Income Statement for the years ended December 31, 2022, 2021 and 2020F-6Consolidated Statement of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020F-7Consolidated Statement of Changes in Stockholders’ Equity for the years ended December 31, 2022, 2021 and 2020F-8Consolidated Statement of Cash Flow for the years ended December 31, 2022, 2021 and 2020F-9Notes to the Consolidated Financial Statements for the years ended December 31, 2022, 2021 and 2020F-10F-1Table of ContentsReport of Independent Registered Public Accounting FirmTo the Shareholders and the Board of Directors of DHT Holdings, Inc.Opinion on the Financial StatementsWe have audited the accompanying consolidated statements of financial position of DHT Holdings, Inc. (the Company) as of December 31, 2022 and 2021, the related consolidatedincome statements, statements of comprehensive income, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2022, and therelated notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financialposition of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, inconformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financialreporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the TreadwayCommission (2013 framework) and our report dated March 23, 2023 expressed an unqualified opinion thereon.Basis for OpinionThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of thefinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding theamounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.Critical Audit MatterThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to theaudit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating thecritical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Vessel impairment indicatorsDescription of the MatterThe carrying value of the Company’s vessels was $1,262 million as of December 31, 2022, which is approximately 84% of total assets. Asexplained in Notes 2 and 6 to the consolidated financial statements, management assesses vessels for indicators of impairment at the endof each reporting period or whenever events or changes in circumstances indicate that the carrying value of a vessel may not berecoverable.Auditing management’s assessment of vessel impairment indicators was complex and required significant auditor judgment asmanagement’s assessment of external and internal factors to determine whether impairment indicators exist is based on assumptionsaffected by expected future market conditions. The potential impairment indicators with significant judgment were the developments inmarket conditions including broker values, charter rates, and weighted average cost of capital. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s impairmentindicator review process, including controls over management’s review of the significant indicators described above.To test management’s impairment indicator assessment, our audit procedures included, among others, comparing management’smethodology against the accounting guidance under IAS 36 Impairment of Assets. We tested the developments in market conditions byperforming an independent analysis over changes in independent broker values, newbuilding prices, and recent acquisition activity forboth new and second-hand Very Large Crude Carriers (VLCC’s). We assessed the reasonableness of estimated daily charter rates bycomparing them to historical rate information, third party analyst reports developed by an independent market research firm, and recentcharter activity achieved within the DHT fleet. We tested the source information underlying the Company’s weighted average cost ofcapital calculation as well as the mathematical accuracy of the model. We involved our valuation specialists to assist in developing arange of independent weighted average cost of capital estimates and compared those to the weighted average cost of capital selected bymanagement. We also assessed the adequacy of the potential vessel impairment indicator disclosures as included in Note 6 of theconsolidated financial statements./s/ Ernst & Young ASWe have served as the Company’s auditor since 2021.Oslo, NorwayMarch 23, 2023F-2Table of ContentsReport of Independent Registered Public Accounting FirmTo the Shareholders and the Board of Directors of DHT Holdings, Inc.Opinion on Internal Control Over Financial ReportingWe have audited DHT Holdings, Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issuedby the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, DHT Holdings, Inc. (the Company) maintained, in allmaterial respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2022 consolidated financial statements of theCompany and our report dated March 23, 2023 expressed an unqualified opinion thereon.Basis for OpinionThe Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financialreporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’sinternal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Companyinternal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Companyin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whethereffective internal control over financial reporting was maintained in all material respects.Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design andoperating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our auditprovides a reasonable basis for our opinion.Definition and Limitations of Internal Control Over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies andprocedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, andthat receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to futureperiods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate./s/ Ernst & Young ASOslo, NorwayMarch 23, 2023F-3Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Stockholders and the Board of Directors of DHT Holdings, Inc.Opinion on the Financial StatementsWe have audited the accompanying consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in stockholders’ equity andconsolidated statement of cash flow of DHT Holdings, Inc. and subsidiaries (the “Company”) for the year ended December 31, 2020, and the related notes (collectively referred to as the“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year endedDecember 31, 2020, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.Basis for OpinionThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of thefinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding theamounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.Deloitte ASOslo, NorwayMarch 22, 2021We began serving as the Company’s auditor in 2012. In 2021 we became the predecessor auditor.F-4Table of ContentsDHT Holdings, Inc.Consolidated Statement of Financial Position December 31, December 31, (Dollars in thousands)Note 2022 2021 ASSETS Current assets Cash and cash equivalents8,9 $125,948 $60,658 Accounts receivable and accrued revenues8,9 59,465 30,361 Capitalized voyage expenses4 2,799 1,395 Prepaid expenses11 10,550 6,162 Derivative financial assets 8 3,759 - Bunker inventory12 33,069 33,396 Total current assets $235,589 $131,972 Non-current assets Vessels6 1,261,998 1,467,846 Advances for vessel upgrades6 4,583 372 Other property, plant and equipment 4,949 3,766 Goodwill 16 1,356 - Investment in associate company16 - 5,406 Total non-current assets $1,272,885 $1,477,391 Total assets $1,508,474 $1,609,362 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued expenses7,8 29,398 19,662 Derivative financial liabilities8 - 7,002 Current portion long-term debt8,9 29,626 9,792 Other current liabilities8 1,178 624 Deferred shipping revenues4 4,172 4,865 Total current liabilities $64,374 $41,944 Non-current liabilities Long-term debt8,9 367,069 512,507 Derivative financial liabilities8 - 4,222 Other non-current liabilities 3,545 3,330 Total non-current liabilities $370,614 $520,059 Total liabilities $434,988 $562,003 Equity Common stock at par value10 1,627 1,661 Additional paid-in capital 1,243,754 1,264,000 Accumulated deficit (180,664) (222,405)Translation differences 138 101 Other reserves 3,623 3,968 Total equity attributable to the Company $1,068,478 $1,047,326 Non-controlling interest $5,008 $34 Total equity $1,073,486 $1,047,359 Total liabilities and equity $1,508,474 $1,609,362 The footnotes are an integral part of these consolidated financial statementF-5Table of ContentsDHT Holdings, Inc.Consolidated Income Statement Year ended Year ended Year ended December 31, December 31, December 31, (Dollars in thousands, except share and per share amounts)Note 2022 2021 2020 Shipping revenues3,4 $450,381 $295,853 $691,039 Other revenues4 3,764 - - Total revenues $454,146 $295,853 $691,039 Gain on sale of vessels6 19,513 15,153 - Other income4 - 4,612 - Operating expenses Voyage expenses11 (185,502) (92,405) (140,564)Vessel operating expenses11 (73,809) (77,807) (82,188)Depreciation and amortization6 (123,255) (128,639) (124,245)Impairment charges6 - - (12,560)General and administrative expense11 (16,889) (16,565) (17,890)Total operating expenses $(399,455) $(315,416) $(377,447) Operating income $74,204 $202 $313,591 Share of profit from associated companies16 1,327 1,278 1,193 Interest income 1,076 6 212 Interest expense (26,197) (25,727) (38,408)Fair value gain/(loss) on derivative financial liabilities 14,983 12,450 (8,074)Other financial (expense)/income (2,826) 645 (1,334)Profit/(loss) before tax $62,567 $(11,147) $267,181 Income tax expense15 (587) (360) (900)Profit/(loss) for the year $61,979 $(11,507) $266,281 Attributable to the owners of non-controlling interest $459 $14 $14 Attributable to the owners of parent $61,520 $(11,521) $266,266 Attributable to the owners of parent: Basic earnings/(loss) per share $0.37 $(0.07) $1.71 Diluted earnings/(loss) per share $0.37 $(0.07) $1.61 Weighted average number of shares (basic)5 164,692,954 169,089,325 155,712,886 Weighted average number of shares (diluted)5 164,850,091 169,089,325 170,053,975 The footnotes are an integral part of these consolidated financial statementF-6Table of ContentsDHT Holdings, Inc.Consolidated Statement of Comprehensive Income Year ended Year ended Year ended December 31, December 31, December 31, (Dollars in thousands)Note 2022 2021 2020 Profit/(loss) for the year $61,979 $(11,507) $266,281 Other comprehensive income/(loss): Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit obligation, net of tax (101) (92) (141)Items that may be reclassified subsequently to profit or loss: Exchange gain/(loss) on translation of foreign currency denominated associate and subsidiary 101 (68) 95 Total comprehensive income/(loss) for the period net of tax $61,979 $(11,667) $266,235 Attributable to the owners of non-controlling interest $523 $14 $14 Attributable to the owners of parent17 $61,456 $(11,681) $266,221 The footnotes are an integral part of these consolidated financial statementF-7Table of ContentsDHT Holdings, Inc.Consolidated Statement of Changes in Stockholders’ Equity Paid-in Non- (Dollars in thousands, except per share data) Additional Treasury Accumulated Translation Other Controlling Total Shares Amount Capital Shares Deficit Differences Reserves 1 Interest Equity Balance at January 1, 2020 146,819,401 $1,468 $1,169,537 $- $(240,165) $73 $1,531 $5 $932,449 Profit for the year 5 - - - - 266,266 - - 14 266,281 Other comprehensive income/(loss) - - - - (141) 95 - - (45)Total comprehensive income/(loss) - - - - 266,125 95 - 14 266,235 Cash dividends declared and paid 10 - - - - (214,669) - - - (214,669)Conversion of convertible bonds 8 23,377,397 234 119,584 - - - - - 119,818 Compensation related to options and restricted stock 11 601,530 6 2,383 - - - 2,717 - 5,106 Balance at December 31, 2020 170,798,328 $1,708 $1,291,505 $- $(188,709) $169 $4,248 $19 $1,108,940 Balance at January 1, 2021 170,798,328 $1,708 $1,291,505 $- $(188,709) $169 $4,248 $19 $1,108,940 Loss for the year 5 - - - - (11,521) - - 14 (11,507)Other comprehensive income/(loss) - - - - (92) (68) - - (160)Total comprehensive income/(loss) - - - - (11,613) (68) - 14 (11,667)Cash dividends declared and paid 10 - - - - (22,083) - - - (22,083)Purchase of treasury shares 10 - - - (32,178) - - - - (32,178)Retirement of treasury shares 10 (5,513,254) (55) (32,123) 32,178 - - - - - Compensation related to options and restricted stock 11 841,696 8 4,619 - - - (280) - 4,347 Balance at December 31, 2021 166,126,770 $1,661 $1,264,000 $- $(222,405) $101 $3,968 $34 $1,047,359 Balance at January 1, 2022 166,126,770 $ 1,661 $ 1,264,000 $ - $ (222,405) $ 101 $ 3,968 $ 34 $ 1,047,359 Profit for the year 5 - - - - 61,520 - - 459 61,979 Other comprehensive income/(loss) - - - - (101) 37 - 64 (1)Total comprehensive income/(loss) - - - - 61,419 37 - 523 61,979 Cash dividends declared and paid 10 - - - - (19,679) - - - (19,679)Purchase of treasury shares 10 - - - (24,758) - - - - (24,758)Retirement of treasury shares 10 (4,326,379) (43) (24,715) 24,758 - - - - - Adjustment related to non-controlling interest 16 - - - - - - - 4,452 4,452 Compensation related to options and restricted stock 10,11 852,948 9 4,469 - - - (345) - 4,133 Balance at December 31, 2022 162,653,339 $ 1,627 $ 1,243,754 $ - $ (180,664) $ 138 $ 3,623 $ 5,008 $ 1,073,486 1 Other reserves are related to share-based payments.The footnotes are an integral part of these consolidated financial statementF-8Table of ContentsDHT Holdings, Inc.Consolidated Statement of Cash Flow Year ended Year ended Year ended December 31, December 31, December 31, (Dollars in thousands)Note 2022 2021 2020 Cash flows from operating activities Profit/(loss) for the year $61,979 $(11,507) $266,281 Items included in net income not affecting cash flows: Depreciation and amortization6 123,255 128,639 124,245 Impairment charges6 - - 12,560 Amortization of deferred debt issuance cost 2,902 2,550 5,538 (Gain)/loss, sale of vessel6 (19,513) (15,153) - Fair value (gain)/loss on derivative financial liabilities8 (14,983) (12,450) 8,074 Impairment of equity accounted investment16 637 - - Compensation related to options and restricted stock11 4,133 4,347 5,106 Net foreign exchange differences (73) - - (Gain)/loss modification of debt8 (669) (3,049) - Share of profit in associated companies16 (1,327) (1,278) (1,193)Changes in operating assets and liabilities: Accounts receivable and accrued revenues8 (28,703) (301) 77,788 Capitalized voyage expenses4 (1,403) (356) 3,111 Prepaid expenses11 (3,537) 523 (2,265)Accounts payable and accrued expenses7 5,573 1,510 (6,914)Deferred shipping revenues4 (693) (11,372) 15,306 Bunker inventory12 327 (21,542) 22,231 Net cash provided by operating activities $127,906 $60,562 $529,870 Cash flows from investing activities Investment in vessels6 (9,902) (174,558) (27,117)Proceeds from sale of vessels6 112,399 87,062 - Purchase of non-controlling interest in subsidiary (2) - - Acquisition of subsidiary, net of cash paid16 8,267 - - Dividend received from associated company - 1,031 835 Investment in other property, plant and equipment (243) (48) (435)Net cash provided by/(used in) investing activities $110,518 $(86,512) $(26,717) Cash flows from financing activities Cash dividends paid10 (19,679) (22,083) (214,669)Repayment principal element of lease liability (1,090) (611) (467)Issuance of long-term debt8,9 4,008 355,840 70,862 Purchase of treasury shares10 (24,758) (32,178) - Repayment of long-term debt8,9 (131,825) (283,000) (357,595)Net cash provided by/(used in) financing activities $(173,343) $17,967 $(501,868) Net (decrease)/increase in cash and cash equivalents 65,081 (7,983) 1,285 Net foreign exchange difference 209 - - Cash and cash equivalents at beginning of period 60,658 68,641 67,356 Cash and cash equivalents at end of period8,9 $125,948 $60,658 $68,641 Specification of items included in operating activities: Interest paid 23,450 23,196 35,404 Interest received 1,481 6 212 The footnotes are an integral part of these consolidated financial statementF-9Table of ContentsNotes to the Consolidated Financial Statementsfor the years ended December 31, 2022, 2021 and 2020Note 1 – General informationDHT Holdings, Inc. (“DHT” or the “the parent company”) is a company incorporated under the laws of the Marshall Islands whose shares are listed on the New York Stock Exchange.The Company’s principal executive office is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.The Company has 33 subsidiaries, of which 29 are wholly owned. Of the wholly owned subsidiaries, 19 are Marshall Island companies, seven are Cayman Islands companies, two areSingaporean companies and one is a Norwegian company. 17 Marshall Islands subsidiaries and seven Cayman Islands subsidiaries are vessel-owning companies (the “vesselsubsidiaries”). The primary activity of each of the vessel subsidiaries is the ownership and operation of a vessel. The Company has three dormant Marshall Islands subsidiaries and theremaining four subsidiaries are a Monegasque company, in which the Company has a 99% ownership interest, a Singaporean company, in which the Company has a 53% ownershipinterest and its 100% subsidiaries, a Singaporean company and an Indian company, in each of which the Company indirectly has a 53% ownership interest.Our principal activity is the ownership and operation of a fleet of crude oil carriers. As of December 31, 2022 our fleet consisted of 23 very large crude carriers, or “VLCCs,” which aretankers ranging in size from 200,000 to 320,000 deadweight tons, or “dwt.” Our fleet principally operates on international routes and has a combined carrying capacity of 7,152,498 dwt.With regards to amounts in the financial statements, these are shown in USD thousands.Note 2 – Significant accounting principlesStatement of complianceThe consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting StandardsBoard (“IASB”).Basis of preparationThe financial statements have been prepared on a historical cost basis, except for derivative financial instruments that have been measured at fair value.Historical cost is generally based on the fair value of the consideration given in exchange for assets.The financial statements have been prepared on a going concern basis.The principal accounting policies are set out below.Basis of consolidationThe consolidated financial statements comprise the financial statements of DHT Holdings, Inc. and entities controlled by the parent company (and its subsidiaries).Unless otherwise specified, all subsequent references to the “Company” refer to DHT Holdings, Inc. and its subsidiaries. Control is achieved where the Company has power over theinvestee, is exposed or has the rights to variable returns from its investment with an entity and has the ability to affect those returns through its power over the entity.The results of subsidiaries acquired or disposed during the year are included in the consolidated financial statements from the effective date of acquisition or up to the effective date ofdisposal, as appropriate.F-10Table of ContentsThe financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intercompany balances andtransactions have been eliminated upon consolidation.Acquisitions made by the Company which do not qualify as a business combination under IFRS 3, “Business Combinations,” are accounted for as asset acquisitions.Business combinationsAcquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as thesum of the acquisition-date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interests issuedby the Company in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss as incurred.For business combinations achieved in stages, otherwise known as step acquisitions, previously held equity interests in the acquiree are remeasured to fair value. The resulting gain orloss is recognized in the consolidated income statement.At the acquisition date, all identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition are recognized at their fair value, except for non-current assetswhich are classified as held for sale and are recognized at the lower of carrying amount and fair value less cost to sell, and deferred tax assets and liabilities which are recognized atnominal value.Goodwill from acquisition is recognized as an asset measured at the excess of the sum of the consideration transferred, the fair value of any previously held equity interest and theamount of any non-controlling interests in the acquiree over the net amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the Company’s interestin the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceed the total consideration of the business combination, the excess is recognized in theincome statement immediately.If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for theitems for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect newinformation obtained about facts or circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.Investments in associatesAn associated company is an entity over which the Company has significant influence and that is not a subsidiary. Significant influence is the power to participate in the financial andoperating policy decisions of the investee but without the ability to have control over those policies. Significant influence normally exists when the Company has 20% to 50% of thevoting rights unless other terms and conditions affect the Company’s influence.The investments in associates are accounted for using the equity method. Such investments are initially recognized at cost. Cost includes the purchase price and other costs directlyattributable to the acquisition such as professional fees and transaction costs.Under the equity method, the interest in the investment is based on the Company’s proportional share of the associate’s equity, including any excess value and goodwill. The Companyrecognizes its share of net income, including depreciation and amortization of excess values and impairment losses, in “Share of profit from associated companies”.The financial statements of the associate are prepared for the same reporting period as the Company. When necessary, adjustments are made to bring the accounting policies in line withthose of the Company.After application of the equity method, the Company determines whether it is necessary to recognize an impairment loss.F-11Table of ContentsCash and cash equivalentsInterest-bearing deposits that are highly liquid investments and have a maturity of three months or less when purchased are included in cash and cash equivalents when held for thepurpose of meeting short-term cash commitments. Cash and cash equivalents are recorded at their nominal amount on the statement of financial position.VesselsVessels are stated at historical cost, less accumulated depreciation and accumulated impairment losses. Historical costs include expenditures that are directly attributable to theacquisition of these vessels. Depreciation is calculated on a straight-line basis over the useful life of the vessels, taking residual values into consideration, and adjusted for impairmentcharges or reversal of prior impairment charges, if any.The estimated useful lives and residual values are reviewed at least at each year end, with the effect of any changes in estimate accounted for on a prospective basis. We assume anestimated useful life of 20 years. Each vessel’s residual value is equal to the product of its lightweight tonnage and an estimated scrap rate per ton.Capitalized drydocking costs are depreciated on a straight-line basis from the completion of a drydocking to the estimated completion of the next drydocking.Capitalized exhaust gas cleaning systems costs are depreciated on a straight-line basis from the time of installation of the equipment to the end of the estimated useful life. The exhaustgas cleaning systems are estimated to have a useful life of three years.Vessels under construction - pre-delivery installmentsThe initial pre-delivery installments made for vessels are recorded in the statement of financial position as “Advances for vessels under construction” under Non-current assets. Vesselsunder construction are presented at cost less identified impairment losses, if any. Costs relating to vessels under construction include pre-delivery installments to the shipyard and othervessel costs incurred during the construction period that are directly attributable to construction of the vessels, including borrowing costs, if any, incurred during the constructionperiod.Advances for vessel upgradesAdvances related to exhaust gas cleaning system retrofits and capital expenditures are recorded in the statement of financial position as “Advances for vessel upgrades” under Non-current assets. Advances for vessel upgrades will be capitalized and reclassified to “Vessels and time charter contracts” under Non-current assets upon completion of maintenance orcompletion of installation.Docking and survey expenditureThe Company’s vessels are required to be drydocked every 30 to 60 months. The Company capitalizes drydocking costs as part of the relevant vessel and depreciates those costs on astraight-line basis from the completion of a drydocking to the estimated completion of the next drydocking. The residual value of such capital expenses is estimated at nil. Costs relatedto ordinary maintenance performed during drydocking are charged to the income statement as part of vessel operating expenses for the period which they are incurred.F-12Table of ContentsVessels held for saleVessels are classified separately as held for sale as part of current assets in the statement of financial position when their carrying amount will be recovered through a sale of transactionrather than continuing use. For this to be the case, the asset must be available for immediate sale in its present condition and its sale must be highly probable. For the sale to be highlyprobable, the appropriate level of management must be committed to a plan to sell the asset, and an active program to locate a buyer and complete the plan must have been initiated.Further, the asset must be actively marketed for sale at a price that is reasonable in relation to its current fair value. In addition, the sale should be expected to qualify for recognition as acompleted sale within one year from the date of classification. The probability of shareholders’ approval should be considered as part of the assessment of whether the sale is highlyprobable. Vessels classified as held for sale are measured at the lower of their carrying amount and fair value less cost to sell.Impairment of vesselsThe carrying amounts of vessels held and used are reviewed for potential impairment at the end of each reporting period or whenever changes in circumstances indicate that the carryingamount of a particular asset may not be fully recoverable. An asset’s recoverable amount is the higher of an asset’s or cash generating unit’s (“CGU”) fair value less cost of disposalbased on third-party broker valuations and its value in use and is determined for each individual asset, unless the asset does not generate cash inflows that are largely independent ofthose other assets or groups of assets. The Company views each vessel as a separate CGU. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset isconsidered impaired and is written down to its recoverable amount. Such impairment is recognized in the income statement. In assessing value in use, the estimated future cash flows arediscounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.The Company assesses at each reporting date if there is any indication that an impairment recognized in prior period may no longer exist or may have decreased. A previously recognizedimpairment loss is reversed only if there has been a change in the estimates used to determine the recoverable amount, however, not to an extent higher than the carrying amount thatwould have been determined, had no impairment loss been recognized in prior years. Such reversals are recognized in the income statement.Property, plant and equipment other than vesselsProperty, plant and equipment are stated at historical cost less accumulated depreciation and any impairment charges. Depreciations are calculated on a straight-line basis over theasset’s expected useful life and adjusted for any impairment charges. Expected useful life is five years for furniture and fixtures and three years for computer equipment. Expected usefullives are reviewed annually. Ordinary repairs and maintenance costs are charged to the income statement during the financial period in which they are incurred. Major assets withdifferent expected useful lives are reported as separate components. Property, plant and equipment are reviewed for potential impairment whenever events or changes in circumstancesindicate that the carrying amount of an asset exceeds its recoverable amount. The difference between an asset’s carrying amount and its recoverable amount is recognized in the incomestatement as impairment. Property, plant and equipment that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.Bunker inventoryBunker inventory is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out (“FIFO”) method and includes expenditures incurred in acquiringthe bunkers and delivery cost less discounts. Bunker expenses are recognized as part of voyage expenses in the consolidated income statement upon consumption.Leases - DHT as lesseeThe Company currently has one category of lease related to leased office space in Monaco, Norway and Singapore where the Company is a lessee.The Company assesses whether a contract is or contains a lease at inception of the contract. The Company recognizes a right-of-use asset and a corresponding lease liability withrespect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. For theseleases, the Company recognizes the lease payment as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative ofthe time pattern in which economic benefits from the leased assets are consumed.The lease liability is initially measured at present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this ratecannot be readily determined, the Company uses its incremental borrowing rate.F-13Table of ContentsSubsequently, the lease liability is measured by increasing the carrying amount to reflect interest on the lease liability (using an effective interest method) and by reducing the carryingamount to reflect the lease payments made.The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:•The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case thelease liability is remeasured by discounting the revised lease payments using a revised discount rate.•The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability isremeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, inwhich case a revised discount rate is used).•A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of themodified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.•The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentivesreceived and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.•Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the costof the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset.The depreciation starts at the commencement date of the lease.Revenue and expense recognitionThe Company recognizes revenue from the following major sources:•Revenue from time charters•Revenue from spot chartersRevenues from time charters are accounted for as operating leases and are thus recognized on a straight-line basis over the rental periods of such charters. Revenue is recognized fromdelivery of the vessel to the charterer until the end of the lease term. For vessels on time charters, where the Company is a lessor, the time charter contract contains a lease component,which is the right to use the specified ship, and a non-lease component, which is the operation and maintenance of the ship. Technical management service components are accountedfor in accordance with IFRS 15 Revenue from Contracts with Customers and the lease components are accounted for in accordance with IFRS 16 Leases. The service elements arerecognized as revenue as the service is being delivered (over time) and the timing of this coincides with timing of revenue recognized for the leasing element as per IFRS 16.The Company has entered into time charters where the Company has the opportunity to earn additional hire when vessel earnings exceed the basic hire amounts set forth in the charters.Additional hire, if any, is calculated and paid either monthly, quarterly or semi-annually in arrears and recognized as revenue in the period in which it was earned in accordance with IFRS16.F-14Table of ContentsRevenues from spot charterers, otherwise known as voyage charter revenues, are recognized ratably over the estimated length of each voyage, calculated on a load-to-discharge basis.Revenues from spot charterers are accounted for under IFRS 15.Revenue is measured based on the consideration to which the Company expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties.The Company recognizes revenue when it transfers control of a product or service to a customer.Other income refers to income earned as part of operational activities which do not arise in the course of the Company’s ordinary activities, thus not categorized as revenue.Other revenues primarily comprises revenues earned from the technical management of third party vessels and is recognized over time following the timing of satisfaction of theperformance obligation.Voyage expenses are capitalized between the previous discharge port, or contract date if later, and the next load port if they qualify as fulfilment cost under IFRS 15. To recognize costsincurred to fulfil a contract as an asset, the following criteria shall be met: (i) the costs relate directly to the contract, (ii) the costs generate or enhance resources of the entity that will beused in satisfying performance obligations in the future and (iii) the costs are expected to be recovered.Vessel operating expenses are expensed when incurred and include crew costs, vessel stores and supplies, lubricating oils, maintenance and repairs, insurance and communication costs.Gains and losses on sale of vesselsGains and losses on the sale of vessels are reported as a separate line item in the consolidated income statement. For the sale of vessels, transfer of control usually occurs upon deliveryof the vessel to the new owner.Financial liabilitiesFinancial liabilities are classified as either financial liabilities “at fair value through profit or loss” (FVTPL) or “other financial liabilities”. The FVTPL category is comprised of theCompany’s derivatives. Any other liabilities of the Company, such as, accounts payable and accrued expenses, other current and non-current liabilities, and long-term debt, are classifiedas “other financial liabilities”.(a)Other financial liabilitiesOther financial liabilities, including debt, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortized cost using theeffective interest method, with interest expense recognized on an effective yield basis.The effective interest method is a method of calculating the amortized cost of a financial liability and allocating interest expense over the relevant period. The effective interest rate is therate that discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.(b)DerivativesThe Company uses interest rate swaps to convert part of the interest-bearing debt from floating to fixed rate.Derivatives are initially recognized at fair value at the date a derivative contract is entered into and are subsequently re-measured to their fair value at each reporting date. Any resultinggain or loss is recognized in profit or loss immediately. The interest rate swaps do not qualify for hedge accounting.F-15Table of ContentsFair value measurementFair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at themeasurement date under current market conditions. Fair value is an exit price regardless of whether that price is directly observable or estimated using another valuation technique.Financial assets – receivablesTrade receivables are measured at amortized cost using the effective interest method, less any impairment. Normally, the interest element could be disregarded since the receivables areshort term. The Company regularly reviews its accounts receivables and estimates the amount of uncollectible receivables each period and establishes an allowance for uncollectibleamounts. The amount of the allowance is based on the age of unpaid amounts, information about the current financial strength of customers and other relevant information.Derecognition of financial assets and financial liabilitiesThe Company derecognizes a financial asset only when the contractual rights to cash flows from the asset expire, or when it transfers the financial asset and substantially all risks andreward of ownership of the asset to another entity.The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled, or expire.Foreign currencyThe functional currency of the parent company and each of the vessel subsidiaries is the U.S. dollar. This is because the Company’s vessels operate in international shipping markets, inwhich revenues and expenses are settled in U.S. dollars, and the Company’s most significant assets and liabilities in the form of vessels and related liabilities are denominated in U.S.dollars. For the purposes of presenting these consolidated financial statements, the assets and liabilities of the Company’s foreign operations are translated into U.S. dollars usingexchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuatesignificantly during the period, in which case the exchange rates at the date of the transactions are used. Exchange differences arising, if any, are recognized in other comprehensiveincome and accumulated in equity.Classification in the Statement of Financial PositionCurrent assets and current liabilities include items due 12 months or less from the reporting date and items related to the operating cycle, if longer, liabilities for which the Company doesnot have the unconditional right to defer settlement beyond 12 months from the reporting date, and items primarily held for trading. The current portion of long-term debt is included ascurrent liabilities. Assets other than those described above are classified as non-current assets.Where the Company holds a derivative as an economic hedge (even if hedge accounting is not applied) for a period beyond 12 months after the reporting date, the derivative isclassified as non-current (or separated into current and non-current).Related partiesParties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operatingdecisions. Parties are related if they are subject to common control or common significant influence. Key management personnel of the Company are also related parties. All transactionsbetween the related parties are recorded at estimated market value.F-16Table of ContentsTaxesThe Company is a foreign corporation that is not subject to United States federal income taxes. Further, the Company is not subject to income taxes or tax reporting requirementsimposed by the Marshall Islands, the country in which it is incorporated.The subsidiaries acting as management companies domiciled in Monaco, Norway and Singapore are taxable in local jurisdictions.Income tax expense represents the sum of the taxes currently payable and deferred tax. Taxes payable are provided based on taxable profits at the current tax rate. Deferred taxes arerecognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit.Deferred tax liabilities are generally recognized for all temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be availableagainst which deductible temporary differences can be utilized.Accumulated deficitAccumulated deficit is the cumulative amount of prior year profit and loss and dividends paid.Stock compensationEmployees of the Company receive remuneration in the form of restricted common stock that is subject to vesting conditions. Equity-settled share-based payment is measured at the fairvalue of the equity instrument at the grant date.The fair value determined at the grant date is expensed over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest.PensionFor defined benefit retirement plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of eachreporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), isreflected immediately in the statement of financial position with a charge or credit recognized in other comprehensive income in the period in which it occurs. Remeasurement recognizedin other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss. Past service cost is recognized in profit or loss in the period of aplan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset.The retirement benefit obligation recognized in the consolidated statement of financial position represents the actual deficit or surplus in the Company’s defined benefit plan. Anysurplus resulting from this calculation is limited to the present value of any economic benefit available in the form of refunds from the plans or reductions in future contributions to theplans.Segment informationDHT’s primary business is operating a fleet of crude oil tankers, with a secondary activity of providing technical management services. The Company is organized and managed as onesegment based upon the magnitude of services provided. The Company’s chief operating decision maker (“CODM”), the President & Chief Executive Officer, reviews the Company’soperating results on a consolidated basis as one operating segment as defined in IFRS 8, Operating Segments.F-17Table of ContentsUse of estimatesThe preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in the financial statements andaccompanying notes. Actual results could differ from those estimates. Areas where significant estimates have been applied are:•Depreciation: As described above, the Company reviews estimated useful lives and residual values each year. Estimated useful lives may change due to changed end-userrequirements, costs related to maintenance and upgrades, technological development and competition as well as industry, environmental and legal requirements. In addition,residual value may vary due to changes in market prices on scrap.•Drydock period: The drydock period impacts the depreciation rate applied to capitalized survey cost. The vessels are required by their respective classification societies to gothrough a drydock at regular intervals. In general, vessels below the age of 15 years are docked every five years and vessels older than 15 years are docked every 2-1/2 years.•Value in use: As described in Note 6, in assessing “value in use,” the estimated future cash flows are discounted to their present value. In developing estimates of future cashflows, we must make significant assumptions about future charter rates, future use of vessels, ship operating expenses, drydocking expenditures, utilization rates, fixedcommercial and technical management fees, residual value of vessels, the estimated remaining useful lives of the vessels, and the discount rate.Use of judgment In the process of applying the Company’s accounting policies, management has made the following judgments which have the most significant effect on the amounts recognized in thefinancial statements: •Impairment: Each of the Company’s vessels has been treated as a separate CGU as the vessels have cash inflows that are largely independent of the cash inflows from otherassets and therefore can be subject to a value-in-use analysis. Judgment, as disclosed in Note 6, has been applied in connection with the assessment of indicators of impairmentor reversal of prior impairment. Application of new and revised International Financial Reporting Standards (“IFRSs”) New and amended standards and interpretationsA number of new standards and amendments were effective as of January 1, 2022, but they did not have a material effect on the Company’s financial statements. New standards issued but not yet effectiveNew and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s financial statements are disclosed below. The belowlist includes the new standards and amendments that we believe are the most relevant for the Company:Amendments to IAS 1 Presentation of Financial Statements – Classification of Liabilities as Current or Non-currentThe amendments to IAS 1 published in January 2020 and October 2022 affect only the presentation of liabilities as current or non-current in the statement of financial position and notthe amount or timing of recognition of any asset, liability, income or expense, or the information disclosed about those items.The amendments clarify what is meant by a right to defer settlement, that a right to defer must exist at the end of the reporting period, specify that classification is unaffected byexpectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reportingperiod, introduce a definition of “settlement” to make clear that settlements refers to the transfer to the counterparty of cash, equity instruments, other assets or services and requireddisclosures.The amendments are effective for annual reporting periods beginning on or after January 1, 2024 and must be applied retrospectively. The Company is currently assessing the impact ofthe amendments, however, the adoption is not expected to have a material impact on its consolidated financial statements.F-18Table of ContentsAmendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements – Disclosure of Accounting PoliciesThe amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term ‘significant accounting policies’with ‘material accounting policy information’. Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, itcan reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements.The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial andneed not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial.However, not all accounting policy information relating to material transactions, other events or conditions is itself material.The IASB has also developed guidance and examples to explain and demonstrate the application of the ‘four-step materiality process’ described in IFRS Practice Statement 2.The amendments to IAS 1 are effective for annual periods beginning on or after January 1, 2023 with earlier application permitted and are applied prospectively. The amendments to IFRSPractice Statement 2 do not contain an effective date or transition requirements. The Company is currently assessing the amendments to determine the impact they will have on theCompany’s accounting policy disclosures.Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors—Definition of Accounting EstimatesThe amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetaryamounts in financial statements that are subject to measurement uncertainty”.The definition of a change in accounting estimates was deleted. However, the IASB retained the concept of changes in accounting estimates in the Standard with the followingclarifications:•A change in accounting estimate that results from new information or new developments is not the correction of an error•The effects of a change in an input or a measurement technique used to develop an accounting estimate are changes in accounting estimates if they do not result from thecorrection of prior period errorsThe IASB added two examples (Examples 4-5) to the Guidance on implementing IAS 8, which accompanies the Standard. The IASB has deleted one example (Example 3) as it could causeconfusion in light of the amendments.The amendments are effective for annual periods beginning on or after 1 January 2023 to changes in accounting policies and changes in accounting estimates that occur on or after thebeginning of that period, with earlier application permitted. The Company is currently assessing the impact of the amendments, however, the adoption is not expected to have a materialimpact on its consolidated financial statements.Note 3 – Segment information Operating Segments DHT’s primary business is operating a fleet of crude oil tankers, with a secondary activity of providing technical management services. Management organizes and manages the entity asone segment based upon the magnitude of services provided. The Company’s CODM reviews the Company’s operating results on a consolidated basis as one operating segment asdefined in IFRS 8. F-19Table of ContentsEntity-wide disclosures Information about major customers: As of December 31, 2022, the Company had 23 vessels in operation of which five were on time charters and 18 were vessels operating in the spot market. For the period from January 1, 2022, to December 31, 2022, five customers represented $80,198 thousand, $68,829 thousand, $27,443 thousand, $26,873 thousand, and $19,788 thousand,respectively, of the Company’s shipping revenues. The five customers in aggregate represented $223,131 thousand, equal to 50 percent of the shipping revenues of $450,381 thousandfor the period from January 1, 2022, to December 31, 2022. For the period from January 1, 2021, to December 31, 2021, five customers represented $41,418 thousand, $35,154 thousand, $28,322 thousand, $26,392 thousand, and $26,315 thousand,respectively, of the Company’s shipping revenues. The five customers in aggregate represented $157,601 thousand, equal to 53 percent of the shipping revenues of $295,853 thousandfor the period from January 1, 2021, to December 31, 2021. For the period from January 1, 2020, to December 31, 2020, five customers represented $78,513 thousand, $57,777 thousand, $55,371 thousand, $53,711 thousand, and $37,670 thousand,respectively, of the Company’s shipping revenues. The five customers in aggregate represented $283,042 thousand, equal to 41 percent of the shipping revenues of $691,039 thousandfor the period from January 1, 2020, to December 31, 2020. Note 4 – Charter arrangements The below table details the Company’s shipping revenues: (Dollars in thousands) 2022 2021 2020 Time charter revenues1 $75,790 $140,730 $182,663 Voyage charter revenues 374,592 155,124 508,375 Shipping revenues $450,381 $295,853 $691,039 Other revenues2 3,764 - - Total revenues $454,146 $295,853 $691,039 1Time charter revenues are presented in accordance with IFRS 16, while the portion of time charter revenues related to technical management services, equaling $19,144 thousand,$36,384 thousand and $33,224 thousand, for 2022, 2021, and 2020 respectively, is recognized in accordance with IFRS 15. 2Other revenues mainly relate to technical management services provided.F-20Table of ContentsThe following summarizes the Company’s vessel employment as of December 31, 2022:Vessel Type of Employment Expiry VLCC DHT Mustang Time charter Q2 2023 DHT Bronco Spot DHT Colt Time charter Q3 2023 DHT Stallion Spot DHT Tiger Spot DHT Harrier Time charter Q4 2024 DHT Puma Spot DHT Panther Spot DHT Osprey Time charter Q2 2027 DHT Lion Spot DHT Leopard Spot DHT Jaguar Spot DHT Taiga Spot DHT Opal Spot DHT Sundarbans Spot DHT Redwood Spot DHT Amazon Time charter Q2 2023 DHT Peony Spot DHT Lotus Spot DHT China Spot DHT Europe Spot DHT Bauhinia Spot DHT Scandinavia Spot Future charter payments The future revenues expected to be received from the time charters for the Company’s vessels on existing charters as of the reporting date are as follows:(Dollars in thousands)Year Amount 2023 $40,509 2024 23,359 2025 13,320 2026 12,580 2027 6,105 Thereafter - Net charter payments $95,873 The future net charter payments were $79,942 thousand for the year ending December 31, 2021, and $122,313 thousand for the year ending December 31, 2020.Any extension periods, unless already exercised as of December 31, 2022, are not included in the table above. Time charter hire payments are not received when a vessel is off-hire,including off-hire related to normal periodic maintenance of the vessel. In arriving at the minimum future charter revenues, an estimated time for off-hire to perform periodic maintenanceon each vessel has been deducted, although there is no assurance that such estimate will be reflective of the actual off-hire in the future. F-21Table of ContentsOther incomeThere was no other income for 2022. In the fourth quarter of 2021, the Company received $4,612 thousand, net of tax, as a distribution of equity from The Norwegian Shipowner’s MutualWar Risk Insurance Association.Contract balances Contract balances and related disclosures have been included in the following places in the notes to the Company’s consolidated financial statements: Note Accounts receivable and accrued revenues notes 8,9 Deferred shipping revenues relate to charter hire payments paid in advance. The year-end deferred shipping revenues balances have been recognized as revenue in the following yeardue to the short-term nature of the advances.(Dollars in thousands) 2022 2021 2020 Deferred shipping revenues $4,172 $4,865 $16,236 Capitalized voyage expensesVoyage expenses are capitalized between the previous discharge port, or contract date if later, and the next load port and amortized between load port and discharge port. The closingbalance of assets recognized from the costs to obtain or fulfil a contract was: (Dollars in thousands) 2022 2021 2020 Capitalized voyage expenses $2,799 $1,395 $1,039 During the twelve months of 2022, $1,395 thousand was amortized related to voyages in progress as of December 31, 2021, and $1,945 thousand was amortized related to the voyages inprogress as of December 31, 2022. No impairment losses were recognized in the period. During the twelve months of 2021, $1,039 thousand was amortized related to voyages in progressas of December 31, 2020, and $1,661 thousand was amortized related to the voyages in progress as of December 31, 2021. No impairment losses were recognized in the period. During thetwelve months of 2020, $4,151 thousand was amortized related to voyages in progress as of December 31, 2019, and $397 thousand was amortized related to the voyages in progress as ofDecember 31, 2020. No impairment losses were recognized in the period. Concentration of risk As of December 31, 2022, five of the Company’s 23 vessels were chartered to four different counterparties and 18 vessels were operated in the spot market. As of December 31, 2021, seven of the Company’s 26 vessels were chartered to five different counterparties and 19 vessels were operated in the spot market. As of December 31, 2020, 18 of the Company’s 27 vessels were chartered to 10 different counterparties and nine vessels were operated in the spot market. The Company believes that the concentration of risk is limited and can be adequately monitored.F-22Table of ContentsNote 5 – Earnings per share (“EPS”) The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the period. The computation of diluted earnings per shareassumes the exercise of all dilutive restricted shares using the treasury stock method. The components of the calculation of basic EPS and diluted EPS are as follows: (Dollars in thousands) 2022 2021 2020 Profit/(loss) for the period used for calculation of EPS – basic $61,520 $(11,521) $266,266 Interest and amortization on the convertible notes $- $- $6,766 Profit/(loss) for the period used for calculation of EPS – dilutive $61,520 $(11,521) $273,032 Basic earnings per share: Weighted average shares outstanding – basic 164,692,954 169,089,325 155,712,886 Diluted earnings per share: Weighted average shares outstanding – basic 164,692,954 169,089,325 155,712,886 Dilutive equity awards 1 157,137 - 65,873 Dilutive shares related to convertible notes - - 14,275,217 Weighted average shares outstanding – dilutive 164,850,091 169,089,325 170,053,975 1In 2022, 2021, and 2020, equity awards of nil, 77,546 and nil, respectively, were excluded from the calculation of the dilutive weighted average shares outstanding due to being anti-dilutive.Note 6 – Vessels and subsidiaries The vessels are owned by companies incorporated in the Marshall Islands or the Cayman Islands. The Company directly owns 100% of the vessel subsidiaries. The primary activity ofeach of the vessel subsidiaries is the ownership and operation of a vessel. In addition, the Company has a vessel-chartering subsidiary and three subsidiaries, DHT Management S.A.M.(Monaco), DHT Management AS (Norway) and DHT Ship Management (Singapore) Pte. Ltd., that perform management services for DHT and its subsidiaries. In addition, the Companydirectly owns 53% of Goodwood Ship Management Pte. Ltd. providing technical management services. The following table sets out the details of the vessel subsidiaries included inthese consolidated financial statements: CompanyVessel nameDwtFlag StateYear BuiltDHT Mustang IncDHT Mustang317,975Hong Kong2018DHT Bronco IncDHT Bronco317,975Hong Kong2018DHT Colt IncDHT Colt319,713Hong Kong2018DHT Stallion IncDHT Stallion319,713Hong Kong2018DHT Tiger LimitedDHT Tiger299,629Hong Kong2017DHT Harrier IncDHT Harrier299,985Hong Kong2016DHT Puma LimitedDHT Puma299,629Hong Kong2016DHT Panther LimitedDHT Panther299,629Hong Kong2016DHT Osprey IncDHT Osprey299,999Hong Kong2016DHT Lion LimitedDHT Lion299,629Hong Kong2016DHT Leopard LimitedDHT Leopard299,629Hong Kong2016DHT Jaguar LimitedDHT Jaguar299,629Hong Kong2015Samco Iota LtdDHT Taiga314,249Hong Kong2012DHT Opal IncDHT Opal320,105Hong Kong2012Samco Theta LtdDHT Sundarbans318,123Hong Kong2012Samco Kappa LtdDHT Redwood314,249Hong Kong2011Samco Eta LtdDHT Amazon318,130RIF2011DHT Peony IncDHT Peony320,013Hong Kong2011DHT Lotus IncDHT Lotus320,142Hong Kong2011F-23Table of ContentsCompany Vessel nameDwt Flag State Year Built DHT Edelweiss Inc1DHT Edelweiss301,021Hong Kong2008Samco Epsilon LtdDHT China317,794Hong Kong2007Samco Delta LtdDHT Europe317,713Hong Kong2007DHT Bauhinia IncDHT Bauhinia301,019Hong Kong2007DHT Hawk Inc1DHT Hawk298,923Hong Kong2007Samco Gamma LtdDHT Scandinavia317,826Hong Kong2006DHT Falcon Inc1DHT Falcon298,971Hong Kong20061In 2022, the Company entered into three separate agreements to sell its three VLCCs, DHT Hawk, DHT Falcon and DHT Edelweiss, for an aggregate of $115 million. DHT Hawk andDHT Falcon were delivered in May 2022, and DHT Edelweiss was delivered in September 2022. A gain of $19.5 million was recorded in relation to the sale of these VLCCs.Vessels (Dollars in thousands) Vessels Drydock EGCS Timechartercontracts Total Cost As of January 1, 2022 2,051,924 54,368 59,311 - 2,165,604 Additions 96 (12) 3 - 86 Transferred from vessels upgrades 1,467 7,223 - - 8,690 Disposals (146,031) (14,961) (7,443) - (168,435)As of December 31, 2022 1,907,456 46,617 51,871 - 2,005,945 Accumulated depreciation and impairment As of January 1, 2022 (646,504) (17,766) (33,488) - (697,758)Charge for the period (89,615) (11,412) (20,710) - (121,738)Disposals 61,042 8,387 6,119 - 75,549 As of December 31, 2022 (675,077) (20,792) (48,079) - (743,947) Net book value As of December 31, 2022 1,232,380 25,826 3,793 - 1,261,998 Cost As of January 1, 2021 2,020,690 51,843 51,071 6,600 2,130,204 Additions 66,531 139 1,486 - 68,156 Transferred from vessels upgrades 75,417 30,158 17,333 - 122,907 Disposals (110,713) (27,772) (10,579) (6,600) (155,664)As of December 31, 2021 2,051,924 54,368 59,311 - 2,165,604 Accumulated depreciation and impairment As of January 1, 2021 (596,709) (30,880) (20,032) (6,148) (653,769)Charge for the period (94,700) (13,270) (19,322) (452) (127,743)Disposals 44,905 26,383 5,866 6,600 83,754 As of December 31, 2021 (646,504) (17,766) (33,488) - (697,758) Net book value As of December 31, 2021 1,405,420 36,602 25,824 - 1,467,846 Vessel upgrades As of January 1, 2022 232 140 - - 372 Additions 1,235 9,890 1,776 - 12,900 Transferred to vessels (1,467) (7,223) - - (8,690)As of December 31, 2022 - 2,807 1,776 - 4,583 As of January 1, 2021 2,788 3,265 11,216 - 17,269 Additions 72,861 27,033 6,117 - 106,010 Transferred to vessels (75,417) (30,158) (17,333) - (122,907)As of December 31, 2021 232 140 - - 372 F-24Table of ContentsDepreciation We have assumed an estimated useful life of 20 years for our vessels. Depreciation is calculated taking residual value into consideration. Each vessel’s residual value is equal to theproduct of its lightweight tonnage and an estimated scrap rate per ton. Estimated scrap rate used as a basis for depreciation is based on estimated scrap value in accordance with ourrecycling policy. Capitalized drydocking costs are depreciated on a straight-line basis from the completion of a drydocking to the estimated completion of the next drydocking.Capitalized exhaust gas cleaning system costs are depreciated on a straight-line basis from the time of installation of the equipment to the end of the estimated useful life. The Companyrevised the useful life estimate of exhaust gas cleaning systems from a previously assessed useful life from the time of installation through the accounting year 2022 to an estimateduseful life of three years. The change in estimated useful life was accounted for prospectively and consequently depreciation expense of $2,649 thousand and $1,144 thousand will berecognized in 2023 and 2024, respectively.Recycling policyThe Company upholds the following policy with respect to retiring a ship from its trading life:If the Company were to sell a ship for demolition, the Company shall prepare the ship to facilitate safe and environmentally sound recycling in accordance with the Hong KongConvention. It should be sold in accordance with the “BIMCO Recyclecon” terms, “Standard Contract for the Sale of Vessels for Green Recycling” and with the commitment from theBuyer to provide the Company with certification from the Ship Recycling Facility that its Ship Recycling Facility Plan is in compliance with and will be executed in accordance with theHong Kong Convention. Carrying value and impairment A vessel’s recoverable amount is the higher of the vessel’s fair value less cost of disposal and its value in use. The carrying values of our vessels may not represent their fair marketvalue at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of constructing new vessels. Historically, bothcharter rates and vessel values have been cyclical. The carrying amounts of vessels held and used by us are reviewed for potential impairment or reversal of prior impairment chargeswhenever events or changes in circumstances indicate that the carrying amount of a particular vessel may not accurately reflect the recoverable amount of a particular vessel. Each of theCompany’s vessels have been viewed as a separate CGU as the vessels have cash inflows that are largely independent of the cash inflows from other assets and therefore can be subjectto a value in use analysis. In instances where a vessel is considered impaired, it is written down to its recoverable amount. Given the significance of these assets to our financialreporting, an impairment charge and/or reversal of previously recognized impairments could have a material impact on the Company’s financial reporting. Management continuouslymonitors both external and internal factors to determine if there are indicators that the vessels may be impaired or, in case of previously recognized impairment, that there are indicatorsthat this may be reversed. The factors evaluated in the assessment include the carrying amount of net assets compared to market capitalization, the changes in market rates affecting theCompany’s weighted average cost of capital, the effect of any changes in the technological, market, economic, or legal environment in which the Company operates, changes inforecasted charter rates, and movements in external broker valuations. The Company also assesses whether any evidence suggests the obsolescence or physical damage of an asset,whether the Company had any plans to dispose of an asset before the previously expected date of disposal, and whether any evidence suggests that the economic performance of anasset was, or would be, worse than expected. To the extent it is determined that indicators of impairment and/or reversal of previously recognized impairment exist, the value in use isestimated for the respective vessels. A reversal of a previously recognized impairment loss is recorded only to the extent there has been an increase in the estimated service potential ofan asset, either from use or sale.Although management believes that the assumptions used to evaluate potential indicators of impairment or reversal of prior impairment are reasonable and appropriate at the time theywere made, such assumptions are highly subjective and could change, possibly materially, in the future.This also applies to assumptions used to evaluate impairment charges or reversal or prior year impairment charges. Reasonable changes in the assumptions for the discount rate orfuture charter rates could lead to a value in use for some of our vessels that is higher than, equal to or less than the carrying amount for such vessels. There can be no assurance as tohow long charter rates and vessel values will remain at their current levels or whether or when they will change by any significant degree. Charter rates may decline significantly fromcurrent levels, which could adversely affect our revenue and profitability and future assessments of vessel impairment.F-25Table of ContentsFor the year ended December 31, 2022, the Company performed an assessment using both internal and external sources of information and concluded there were no indicators ofimpairment or reversal of prior impairment.For the year ended December 31, 2021, the Company performed an assessment using both internal and external sources of information and concluded there were no indicators ofimpairment or reversal of prior impairment.For the year ended December 31, 2020, impairment indicators were identified for some of our vessels due to an overall assessment of external and internal factors, and thus the Companyperformed further testing to determine the recoverable amount of the cash generating units. When determining the recoverable amount of the cash generating units, management applies a significant level of judgment when determining the assumptions used to calculate thevalue in use for each cash generating unit, especially regarding the expected future charter rates and the weighted average cost of capital. Although current charter rates are observableand there is some available information about expected future charter rates, history has proven that the charter rates are seasonal in nature and volatile.In developing estimates of future cash flows, we must make significant assumptions about future use of vessels, ship operating expenses, drydocking expenditures, utilization rate, fixedcommercial and technical management fees, residual value of vessels and the estimated remaining useful lives of the vessels in addition to the future charter rates and weighted averagecost of capital as described above. These assumptions are based on historical trends and current market conditions as well as future expectations. Estimated outflows for ship operatingexpenses and drydocking expenditures are based on a combination of historical and budgeted costs and are adjusted for assumed inflation. Utilization, including estimated off-hire time,is based on historical experience. The more significant factors that could impact management’s assumptions regarding time charter equivalent rates include (i) unanticipated changes indemand for transportation of crude oil cargoes, (ii) changes in production or supply of or demand for oil, generally or in specific geographical regions, (iii) the levels of tankernewbuilding orders or the levels of tanker scrappings, (iv) changes in rules and regulations applicable to the tanker industry, including legislation adopted by international organizationssuch as the IMO or by individual countries and vessels’ flag states, (v) changes in our vessels’ relative exposure to the spot and time charter markets and (vi) the prevalence of profitsharing arrangements in our time charter contracts.When calculating the charter rate to use for a particular vessel class in its impairment testing, we rely on the contractual rates currently in effect for the remaining term of existing chartersand estimated daily time charter equivalent rates for each vessel class for the unfixed days over the estimated remaining useful lives of each of the vessels as described below. For the year ended December 31, 2020, the Company recorded a non-cash impairment charge of $12.6 million related to three vessels, DHT China with $2.8 million, DHT Europe with $6.3million and DHT Scandinavia with $3.5 million, respectively. The recoverable amount as of December 31, 2020 was $38.4 million for DHT China, $38.0 million for DHT Europe and $40.4million for DHT Scandinavia, respectively. In the fourth quarter of 2020, we adjusted the carrying value of DHT China, DHT Europe and DHT Scandinavia through a non-cash impairment charge of $7.6 million. The impairment testwas performed using an estimated WACC of 8.59%. As DHT operates in a non-taxable environment specific to shipping revenues, the WACC is the same on a before- and after-tax basis.The rates used for the impairment testing were as follows: (a) the current Forward Freight Agreements (“FFA”) for the first two years, estimated by Braemar ACM Shipbroking, and (b)the 25-year historical average spot rates as reported by Clarksons Shipping Intelligence thereafter. The Company’s decision to use FFA rates for the first two years was based on theCompany’s exposure to the spot market and the limited market availability of FFA rates beyond the first two years. The Company’s determination to use historical average spot ratesrather than time charter rates was based on the Company’s exposure to the spot market, including the prevalence of profit sharing arrangements in time charter contracts. TheCompany’s determination to use the 25-year historical average for spot rates was based on the Company’s belief that such time period provides a rate that is most representative oflonger-term performance as it mitigates the impact of the highly cyclical nature of the tanker industry. The time charter equivalent FFA rates used for the impairment test as of December31, 2020 for the VLCCs was $19,610 per day for 2021 and $25,279 per day for 2022. Thereafter, the time charter equivalent rate used for the VLCCs was $42,466. The above rates werereduced by 20% for vessels above the age of 15 years based on lower earnings for the Company’s older vessels due to (a) charterers demanding lower rates for older vessels, (b) longerwaiting time for cargo for older vessels as charterers prefer the younger vessels and (c) older vessels being less fuel-efficient. Also, reflecting the lower fuel consumption for modernvessels, $4,000 per day was added through 2022 for VLCCs built in 2015 and later, and $4,000 per day was added through 2022 for VLCCs with exhaust gas cleaning systems. For vesselson time charter we assumed the contractual rate for the remaining term of the time charter. The most sensitive and/or subjective assumptions that had the potential to affect the outcomeof the impairment assessment for the vessels were the WACC and the future rates. Decreasing the WACC by 0.5% would decrease the impairment charge by $1.5 million.Increasing/decreasing the future rates by $500 per day would decrease/increase the impairment charge by $1.4 million. F-26Table of ContentsIn the third quarter of 2020, we adjusted the carrying value of DHT China, DHT Europe and DHT Scandinavia through a non-cash impairment charge of $4.9 million. The impairment testwas performed using an estimated WACC of 8.12%. The time charter equivalent FFA rates used for the impairment test as of September 30, 2020 for the VLCCs was $20,107 per day for thefourth quarter of 2020, $21,550 per day for 2021 and $21,194 per day for the first three quarters of 2022. Thereafter, the time charter equivalent rate used for the VLCCs was $42,557. Theabove rates were reduced by 20% for vessels above the age of 15 years based on lower earnings for the Company’s older vessels due to (a) charterers demanding lower rates for oldervessels, (b) longer waiting time for cargo for older vessels as charterers prefer the younger vessels and (c) older vessels being less fuel-efficient. Also, reflecting the lower fuelconsumption for modern vessels, $4,000 per day was added through 2022 for VLCCs built in 2015 and later, and $3,000 per day was added through 2022 for VLCCs with exhaust gascleaning systems. For vessels on time charter we assumed the contractual rate for the remaining term of the time charter. Pledged assets As of December 31, 2022, all of the Company’s 23 vessels were pledged as collateral under the Company’s secured credit facilities.Note 7 – Accounts payable and accrued expenses Accounts payable and accrued expenses consist of the following: (Dollars in thousands) 2022 2021 Accounts payable $14,580 $11,111 Accrued interest 643 510 Accrued voyage expenses 8,019 2,426 Accrued employee compensation 2,391 1,712 Other1 3,764 3,903 Total accounts payable and accrued expenses $29,398 $19,662 1Other includes accrued operating expenses and accrued capital expenditures. F-27Table of ContentsNote 8 – Financial instruments Categories of financial instruments (Dollars in thousands) Carrying amount Financial assets 2022 2021 Cash and cash equivalents 1, 3 $125,948 $60,658 Accounts receivable and accrued revenues 1 59,465 30,361 Derivative financial assets, current 2 3,759 - Total financial assets $189,172 $91,018 Financial liabilities Accounts payables and accrued expenses 1 $29,398 $19,662 Derivative financial liabilities, current 2 - 7,002 Current portion long-term debt 1 29,626 9,792 Long-term debt 1 367,069 512,507 Derivative financial liabilities, non-current 2 - 4,222 Total financial liabilities $426,094 $553,184 1Amortized cost.2Fair value through profit or loss.3Cash and cash equivalents include $316 thousand in restricted cash in 2022 and $289 thousand in 2021, including employee withholding tax. Fair value of non-derivative financial instruments It is assumed that fair value of non-derivative financial instruments is equal to the nominal amount for all financial assets and liabilities. With regards to trade receivables, the credit risk isnot viewed as significant. With regards to the credit facilities, these are floating rate with terms and conditions considered to be according to market terms and no material change incredit risk; consequently, it is assumed that carrying value has no material deviation from fair value. Measurement of fair value In the statement of financial position, only derivatives are classified within a fair value measurement category and recognized at fair value. Fair value measurement is based on Level 2 inthe fair value hierarchy as defined in IFRS 13 Fair Value Measurement. Such measurement is based on techniques for which all inputs that have a significant effect on the recorded fairvalue are observable. Future cash flows are estimated based on forward interest rates (from observable yield curves at the end of the reporting period) and contract interest rates,discounted at a rate that reflects the credit risk of various counterparties. Derivatives – interest rate swaps Notional amount Fair value - Financial asset Fair value - Financial liability (Dollars in thousands)Expires 2022 2021 2022 2021 2022 2021 Swap pays 2.987%,receive floatingApr. 20, 2023 $37,200 $39,600 $202 $- $- $1,173 Swap pays 3.012%,receive floatingApr. 20, 2023 37,200 39,600 200 - - 1,185 Swap pays 3.019%,receive floatingSept. 29, 2023 25,609 28,176 365 - - 1,017 Swap pays 3.019%,receive floatingSept. 29, 2023 24,695 27,262 351 - - 982 Swap pays 2.8665%,receive floatingSep. 29, 2023 41,120 43,690 629 - - 1,509 Swap pays 2.8785%,receive floatingJun. 30, 2023 35,539 38,106 357 - - 1,162 Swap pays 2.885%,receive floatingSept. 29, 2023 40,478 43,048 623 - - 1,504 Swap pays 2.897%,receive floatingSept. 30, 2023 35,717 38,284 544 - - 1,339 Swap pays 3.020%,receive floatingSept. 29, 2023 34,033 36,600 488 - - 1,353 Total carrying amount $311,590 $334,365 $3,759 $- $- $11,224 F-28Table of ContentsInterest-bearing debt (Dollars in thousands) Remaining Carrying amount Interest notional 2022 2021Credit Agricole Credit Facility SOFR + 2.05 % 37,500 36,381 35,002Danish Ship Finance Credit Facility LIBOR + 2.00 % 31,547 31,342 33,683Nordea Credit Facility LIBOR + 1.90 % 117,235 113,043 225,214ABN AMRO Credit Facility LIBOR + 2.40 % 216,761 215,929 228,400Total carrying amount 403,043 396,696 522,299As of December 31, 2022, $144.4 million was undrawn under the Nordea Credit Facility and $90.1 million was undrawn under the ABN AMRO Credit Facility. Interest on all our credit facilities is payable quarterly in arrears except the Danish Ship Finance Credit Facility which has interest payable semi-annually in arrears. The credit facilities areprincipally secured by the first-priority mortgages on the vessels financed by the credit facility, assignments of earnings, pledge of shares in the borrower, insurance and the borrowers’rights under charters for the vessels, if any, as well as a pledge of the borrowers’ bank account balances. Reconciliation of liabilities arising from financing activities The table below details changes in liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for whichcash flows were, or future cash flows will be, classified in the Company’s consolidated statement of cash flows as cash flows from financing activities. Non-cash changes As of January1, 2022 Financing cashflows 1 Amortization Otherchanges 2 As ofDecember 31,2022 Bank loans 3 $522,299 (127,816) 2,902 (688) 396,696 Office leases 4 3,285 (1,090) 1,743 3,938 Total 5 $525,584 (128,906) 2,902 1,054 400,634 Non-cash changes As of January1, 2021 Financing cashflows 1 Amortization Otherchanges 2 As ofDecember 31,2021 Bank loans 3 $449,959 72,840 2,550 (3,049) 522,299 Office leases 4 4,060 (611) (164) 3,285 Total 5 $454,019 72,228 2,550 (3,213) 525,584 1The cash flows from bank loans make up the net amount of issuance of long-term debt and repayment of long-term debt in the statement of cash flows.2Other changes related to bank loans for the years 2022 and 2021 represent gains on modification of debt which includes previously capitalized fees. Other changes related to officeleases for 2022 represent lease liabilities assumed through the business combination (for more details see Note 16), lease modification, and foreign exchange effects during theyear related to IFRS 16. Other changes related to office leases for 2021 represent foreign exchange effects during the year related to IFRS 16.3As of December 31, 2022, bank loans consist of current portion long-term debt of $29,626 thousand and long-term debt of $367,069 thousand. As of December 31, 2021, bank loansconsist of current portion long-term debt of $9,792 thousand and long-term debt of $512,507 thousand.4As of December 31, 2022, office leases consist of $1,178 thousand of current liabilities and $2,760 thousand of non-current liabilities. As of December 31, 2021, office leases consistof $624 thousand of current liabilities and $2,661 thousand of non-current liabilities. The remaining balance of non-current liabilities consists of pensions, deferred tax liability, andrestoration cost related to office rental in 2022 and of pensions in 2021.5The reconciliation does not include interest rate swaps, which are described in Note 8.F-29Table of ContentsNote 9 – Financial risk management, objectives and policiesFinancial risk management The Company’s principal financial liabilities consist of long-term debt, and, when applicable, current portion of long-term debt and derivatives. The main purpose of these financialliabilities is to finance the Company’s operations. The Company’s financial assets mainly comprise cash. The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise four types of risk:interest rate risk, currency risk, commodity price risk and other price risk. Financial instruments affected by market risk are debt, deposits and derivative financial instruments. a) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the riskof changes in interest rates relates primarily to the Company’s long-term debt with floating interest rates. To manage this risk, the Company has at times entered into interest rate swapsin which the Company agrees to exchange, at specified intervals, the difference between fixed and variable rate interest amounts calculated by reference to an agreed-upon notionalprincipal amount. As of December 31, 2022, the Company had nine interest rate swaps with a total aggregate notional amount of $311,590 thousand as discussed in Note 8. Interest rate risk sensitivity The sensitivity analyses below have been determined based on the exposure to interest rates for both derivatives and floating rate long-term debt. For floating rate long-term debt, theanalysis is prepared assuming the amount of liability outstanding at the reporting date was outstanding for the whole year.2022: If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company’s: ●profit for the year ended December 31, 2022 would decrease/increase by $457 thousand with a corresponding effect against equity; and ●other comprehensive income would not be affected. 2021: If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company’s:●loss for the year ended December 31, 2021 would decrease/increase by $981 thousand with a corresponding effect against equity; and ●other comprehensive income would not be affected. 2020: If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company’s:●profit for the year ended December 31, 2020 would decrease/increase by $488 thousand with a corresponding effect against equity; and ●other comprehensive income would not be affected. F-30Table of Contentsb) Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has onlyimmaterial currency risk since all revenue and major expenses, including all vessel expenses and financial expenses, are in US dollars. Consequently, no sensitivity analysis is prepared. Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Company. The Company is exposed to credit risk from itsoperating activities (primarily for trade receivables) and from its financing activities, including deposits with banks and financial institutions. Credit risks related to receivablesDuring 2022, the Company’s vessels were either trading in the spot market or on short to medium term time charters to different counterparties. As of December 31, 2022, five of theCompany’s 23 vessels are chartered to four different counterparties and 18 vessels are operated in the spot market. During 2021, the Company’s vessels were either trading in the spot market or on short to medium term time charters to different counterparties. As of December 31, 2021, seven of theCompany’s 26 vessels are chartered to five different counterparties and 19 vessels are operated in the spot market. During 2020, the Company’s vessels were either trading in the spot market or on short to medium term time charters to different counterparties. As of December 31, 2020, 18 of theCompany’s 27 vessels are chartered to 10 different counterparties and nine vessels are operated in the spot market. See Note 5 for further details on employment of the Company’s vessels. Time charter hire is paid monthly in advance. Credit risk related to cash and cash equivalents and accounts receivables The Company seeks to diversify credit risks on cash by holding the majority of the cash in six financial institutions, namely, DNB, Nordea, Credit Agricole, OCBC, ABN AMRO and CFMIndosuez. As of December 31, 2022, five customers represented $17,715 thousand, $7,514 thousand, $7,349 thousand, $7,306 thousand and $5,576 thousand, respectively, of the Company’saccounts receivables. The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting dates was: (Dollars in thousands) 2022 2021 Cash and cash equivalents $125,948 $60,658 Accounts receivable and accrued revenues 59,465 30,361 Maximum credit exposure $185,412 $91,018 F-31Table of ContentsLiquidity risk The Company manages its risk of a shortage of funds by continuously monitoring maturity of financial assets and liabilities, and projected cash flows from operations such as charterhire, voyage revenues and vessel operating expenses. Certain of our credit agreements contain financial covenants requiring that at all times the borrowings under the credit facilitiesplus the actual or notional cost of terminating any of their interest rates swaps not exceed a certain percentage of the charter-free market value of the vessels that secure each of thecredit facilities. Vessel values are volatile and a decline in vessel values could result in prepayments under the Company’s credit facilities. The following are contractual maturities of financial liabilities, including estimated interest payments on an undiscounted basis. Swap payments are the net effect from paying fixed rate/receive LIBOR. The LIBOR interest spot rate at December 31, 2022 (and spot rate at December 31, 2021 for comparatives) is used as a basis for preparation.As of December 31, 2022 2 to 5 More than (Dollars in thousands) 1 year years 5 years Total Interest bearing loans $59,707 $384,591 $26,464 $470,761 Interest rate swaps (3,300) - - (3,300)Total $56,407 $384,591 $26,464 $467,462 As of December 31, 2021 2 to 5 More than (Dollars in thousands) 1 year years 5 years Total Interest bearing loans $24,112 $430,136 $120,724 $574,973 Interest rate swaps 8,929 4,961 - 13,890 Total $33,041 $435,097 $120,724 $588,863 Capital management A key objective in relation to capital management is to ensure that the Company maintains a capital structure suitable to support its business. The Company evaluates its capitalstructure in light of current and projected cash flows, the cyclicality and the relative strength or weakness of the shipping markets, new business opportunities and the Company’sfinancial commitments. In order to maintain or adjust the capital structure, the Company may adjust or eliminate the dividends paid to shareholders, issue new shares or sell assets toreduce debt. The Company is in compliance with its financial covenants stipulated in its credit agreements. Credit Agricole Credit FacilityIn November 2022, the Company entered into an amended and restated agreement between Credit Agricole, as lender, DHT Tiger Limited, as borrower, and DHT Holdings, Inc., asguarantor (the “Credit Agricole Credit Facility”) for a $37.5 million credit facility to refinance the outstanding amount under a credit agreement with Credit Agricole that financed DHTTiger. Borrowings bear interest at a rate equal to SOFR + 2.05%, including the historical Credit Adjustment Spread (CAS) of 26 basis points, and is repayable in 24 quarterly installmentsof $0.6 million from March 2023 to December 2028 and a final payment of $22.5 million in December 2028.The Credit Agricole Credit Facility contains a covenant requiring that at all times the charter-free market value of the vessel that secures the Credit Agricole Credit Facility be no lessthan 135% of borrowings. Also, DHT covenants that, throughout the term of the Credit Agricole Credit Facility, DHT, on a consolidated basis, shall maintain a value adjusted tangiblenet worth of $300 million, the value adjusted tangible net worth shall be at least 25% of the value adjusted total assets, unencumbered consolidated cash shall be at least the higher of (i)$30 million and (ii) 6% of our gross interest-bearing debt and DHT, on a consolidated basis shall have working capital greater than zero. “Value adjusted” is defined as an adjustment toreflect the difference between the carrying amount and the market valuations of the Company’s vessel (as determined quarterly by an approved broker). The Credit Agricole CreditFacility is secured by, among other things, a first-priority mortgage on DHT Tiger, a first-priority assignment of earnings, insurances and intercompany claims, a first-priority pledge ofthe balances of the Borrower’s bank accounts and a first-priority pledge over the shares in the Borrower. The Credit Agricole Credit Facility contains covenants that prohibit theBorrower from, among other things, incurring additional indebtedness without the prior consent of the lender, permitting liens on assets, merging or consolidating with other entities ortransferring all or any substantial part of their assets to another person. F-32Table of ContentsDanish Ship Finance Credit Facility In November 2014, we entered into a credit facility in the amount of $49.4 million to fund the acquisition of one of the VLCCs to be constructed at HHI through a secured term loan facilitybetween and among Danish Ship Finance A/S, as lender, a wholly owned special purpose vessel-owning subsidiary, as borrower, and DHT Holdings, Inc., as guarantor (the “DanishShip Finance Credit Facility”). The full amount of the Danish Ship Finance Credit Facility was borrowed in November 2015. In April 2020, we agreed to a $36.4 million refinancing withDanish Ship Finance A/S. The refinancing was in direct continuation to the original loan and is a five-year term loan with final maturity in November 2025. Borrowings bear interest at arate equal to LIBOR + 2.00% and are repayable in 10 semiannual installments of $1.2 million each and a final payment of $24.3 million at final maturity. The Danish Ship Finance CreditFacility is secured by, among other things, a first-priority mortgage on the vessel financed by the Danish Ship Finance Credit Facility, a first-priority assignment of earnings, insurancesand intercompany claims, a first-priority pledge of the balances of the borrower’s bank accounts and a first-priority pledge over the shares in the borrower. The Danish Ship FinanceCredit Facility contains covenants that prohibit the borrower from, among other things, incurring additional indebtedness without the prior consent of the lender, permitting liens onassets, merging or consolidating with other entities or transferring all or any substantial part of its assets to another person. The Danish Ship Finance Credit Facility contains a covenant requiring that at all times the charter-free market value of the vessel that secures the Danish Ship Finance Credit Facility beno less than 135% of borrowings. Also, we covenant that, throughout the term of the Danish Ship Finance Credit Facility, DHT, on a consolidated basis, shall maintain a value adjustedtangible net worth of $300 million, the value adjusted tangible net worth shall be at least 25% of value adjusted total assets and unencumbered consolidated cash shall be at least thehigher of (i) $30 million and (ii) 6% of our gross interest-bearing debt. “Value adjusted” is defined as an adjustment to reflect the difference between the carrying amount and the marketvaluations of the Company’s vessels (as determined quarterly by an approved broker). Nordea Credit FacilityIn May 2021, the Company entered into a new secured credit agreement with Nordea, ABN AMRO, Credit Agricole, DNB, Danish Ship Finance, ING and SEB, as lenders, several whollyowned special-purpose vessel-owning subsidiaries as borrowers, and DHT Holdings, Inc., as guarantor (the “Nordea Credit Facility”) for a $316.2 million credit facility with Nordea asagent. The Nordea Credit Facility consists of a $119.8 million term loan and a $196.4 million revolving credit facility, of which $60 million is subject to quarterly reductions through theterm of the facility.In June 2021, the Company drew down $233.8 million under the Nordea Credit Facility and repaid the total outstanding under the Old Nordea Credit Facility, amounting to $175.9 million.Borrowings bear interest at a rate equal to LIBOR + 1.90%, and the facility has final maturity in January 2027. In connection with the cessation of LIBOR in 2023, in January 2023, Nordeagranted DHT an extension on the requirement under the Nordea Credit Facility to establish a benchmark replacement for LIBOR until March 2023.In August 2022, the Company entered into an agreement to sell DHT Edelweiss, a 2008 built VLCC, for $37.0 million. The vessel was delivered to its new owner during the third quarter of2022 and the sale generated a gain of $6.8 million. The Company repaid the outstanding debt of $12.2 million in connection with the sale and cancelled the RCF tranche of $2.4 million. InJune 2022 and September 2022, the Company prepaid $23.1 million and $50 million, respectively, under the Nordea Credit Facility. The voluntary prepayments were made under therevolving credit facility tranches and may be re-borrowed. In December 2022, the Company prepaid $23.7 million under the Nordea Credit Facility. The prepayment was made for allregular installments for 2023. The outstanding amount is repayable in quarterly installments of $5.9 million from March 2024, with a final payment of $40.9 million in addition to the lastinstallment of $5.2 million due in the first quarter of 2027. Additionally, the facility includes an uncommitted incremental facility of $250.0 million.F-33Table of ContentsThe credit facility is secured by, among other things, a first-priority mortgage on the vessels financed by the credit facility, a first-priority assignment of earnings, insurances andintercompany claims, a first-priority pledge of the balances of each of the borrowers’ bank accounts and a first-priority pledge over the shares in each of the borrowers. The credit facilitycontains covenants that prohibit the borrowers from, among other things, incurring additional indebtedness without the prior consent of the lenders, permitting liens on assets, mergingor consolidating with other entities or transferring all or any substantial part of their assets to another person. The credit facility also contains a covenant requiring that at all times thecharter-free market value of the vessels that secure the credit facility be no less than 135% of borrowings. Also, DHT covenants that, throughout the term of the credit facility, DHT, on aconsolidated basis, shall maintain a value adjusted tangible net worth of $300 million, the value adjusted tangible net worth shall be at least 25% of the value adjusted total assets andunencumbered consolidated cash shall be at least the higher of (i) $30 million and (ii) 6% of our gross interest-bearing debt. “Value adjusted” is defined as an adjustment to reflect thedifference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterly by one approved broker). ABN AMRO Credit Facility In April 2018, the Company entered into a $484 million credit facility with ABN AMRO, Nordea, Credit Agricole, DNB, ING, Danish Ship Finance, SEB, DVB and Swedbank, as lenders,two special purpose wholly owned vessel-owning subsidiaries as borrowers, and DHT Holdings, Inc. as guarantor (the “ABN AMRO Credit Facility”), for the financing of 11 VLCCs andtwo newbuildings. Borrowings bear interest at a rate equal to LIBOR + 2.40%. In March 2020 and September 2020, the Company prepaid $57.8 million and $42.2 million, respectively, under the revolving credit facility tranche.In June 2020, the Company prepaid $33.4 million under the ABN AMRO Credit Facility. The voluntary prepayment was made for all regular installments for 2021.In March 2021, the Company drew down $60 million under the ABN AMRO revolving credit facility tranche in relation to the delivery of DHT Osprey. In June 2021, the Company repaidthe $60 million, repaid $6.1 million related to the sale of DHT Condor and additionally prepaid $33.4 million under the ABN AMRO Credit Facility. The voluntary prepayment was made forall regular installments for 2022.In May 2022, the Company entered into agreements to sell DHT Hawk and DHT Falcon at $40 million and $38 million, respectively. The vessels were both delivered during the secondquarter of 2022 and the sales generated a combined gain of $12.7 million. The Company repaid the outstanding debt on the two vessels, equal to $13.3 million in total and cancelled therevolving credit facility tranche of $9.9 million.Subsequent to the payments, the loan is repayable in quarterly installments of $6.4 million through Q2 2024 with a final payment of $178.2 million with the last installment.The credit facility is secured by, among other things, a first-priority mortgage on the vessel financed by the credit facility, a first-priority assignment of earnings, insurances andintercompany claims, a first-priority pledge of the balances of each of the borrowers’ bank accounts and a first-priority pledge over the shares in each of the borrowers. The credit facilitycontains a covenant requiring that at all times the charter-free market value of the vessels that secure the credit facility be no less than 135% of borrowings. Also, DHT covenants that,throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain a value adjusted tangible net worth of $300 million, value adjusted tangible net worth shall be atleast 25% of value adjusted total assets and unencumbered consolidated cash of at least the higher of (i) $30 million and (ii) 6% of our gross interest-bearing debt. “Value adjusted” isdefined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterly by an approved broker).In January 2023, the Company refinanced the outstanding amount of $306.8 million under the ABN AMRO Credit Facility, including the $90.1 million undrawn under the revolving creditfacility, through the ING Credit Facility as described below.F-34Table of ContentsING Credit FacilityIn January 2023, the Company entered into a new $405.0 million secured credit facility, including a $100.0 million uncommitted incremental facility, with ING, Nordea, ABN AMRO, CreditAgricole, Danish Ship Finance and SEB, as lenders, ten wholly owned special-purpose vessel-owning subsidiaries as borrowers, and DHT Holdings, Inc., as guarantor. The facilityrefinanced the outstanding amount under the ABN AMRO Credit Facility, as described above. Borrowings bear interest at a rate equal to SOFR plus a margin of 1.90%, including thehistorical Credit Adjustment Spread (CAS) of 26 basis points, and is repayable in quarterly installments of $6.3 million with maturity in January 2029.The credit facility is secured by, among other things, a first-priority mortgage on the vessel financed by the credit facility, a first-priority assignment of earnings, insurances andintercompany claims, a first-priority pledge of the balances of each of the borrowers’ bank accounts and a first-priority pledge over the shares in each of the borrowers. The credit facilitycontains a covenant requiring that at all times the charter-free market value of the vessels that secure the credit facility be no less than 135% of borrowings. Also, DHT covenants that,throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain a value adjusted tangible net worth of $300 million, value adjusted tangible net worth shall be atleast 25% of value adjusted total assets and unencumbered consolidated cash of at least the higher of (i) $30 million and (ii) 6% of our gross interest-bearing debt. “Value adjusted” isdefined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterly by an approved broker).Note 10 – Stockholders’ equity and dividend payment Stockholders’ equity (Dollars in thousands, except per share data) Common stock Issued at December 31, 2020 170,798,328 Restricted stock issued 841,696 Retirement of treasury shares (5,513,254)Issued at December 31, 2021 166,126,770 Restricted stock issued 852,948 Retirement of treasury shares (4,326,379)Issued at December 31, 2022 162,653,339 Par value $0.01 Number of shares authorized for issue at December 31, 2022 250,000,000 Common stock Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders.Stock repurchasesIn 2022, the Company purchased 4,326,379 of its own shares in the open market for an aggregate consideration of $24.8 million, at an average price of $5.71 per share. All shares wereretired upon receipt. In 2021, the Company purchased 5,513,254 of its own shares in the open market for an aggregate consideration of $32.2 million, at an average price of $5.82 per share.All shares were retired upon receipt. In 2020, the Company did not repurchase or retire any shares of common stock. F-35Table of ContentsDividend payments Dividend payments as of December 31, 2022: Per sharePayment date: Total payment CommonFebruary 24, 2022$ 3.3 million $0.02May 26, 2022$ 3.3 million $0.02August 30, 2022$ 6.5 million $0.04November 29, 2022$ 6.5 million $0.04Total payments as of December 31, 2022$ 19.7 million $0.12Dividend payments as of December 31, 2021: Per share Payment date: Total payment CommonFebruary 25, 2021$ 8.6 million $0.05May 26, 2021$ 6.8 million $0.04August 26, 2021$ 3.3 million $0.02November 23, 2021$ 3.3 million $0.02Total payments as of December 31, 2021$ 22.1 million $0.13Dividend payments as of December 31, 2020: Per share Payment date: Total payment CommonFebruary 25, 2020$ 47.0 million $0.32May 26, 2020$ 51.5 million $0.35September 2, 2020$ 82.0 million $0.48November 25, 2020$ 34.2 million $0.20Total payments as of December 31, 2020$ 214.7 million $1.35Refer to Note 18 for the dividend paid after the reporting date. Note 11 – Operating expenses Voyage expenses(Dollars in thousands) 2022 2021 2020 Bunkers $154,182 $72,925 $106,104 Other voyage related expenses 31,320 19,480 34,460 Total voyage expenses $185,502 $92,405 $140,564 Voyage expenses relate to bunkers consumption and other voyage related expenses, such as broker commissions and port costs. Voyage expenses for time charter contracts are paid bythe charterer, whereas voyage expenses for vessels operating in the spot market are paid by the Company. In 2022, the Company had more vessels operating in the spot market than in2021, thereby driving an increase in voyage expenses. In 2021, the Company had fewer vessels operating in the spot market than in 2020, thereby driving a reduction in voyage expenses.Vessel operating expenses(Dollars in thousands) 2022 2021 2020 Operating expenses $67,846 $71,609 $75,944 Insurance 5,963 6,198 6,244 Total vessel operating expenses $73,809 $77,807 $82,188 Vessel operating expenses relate to crewing, maintenance, stores and spares and other technical costs to operate our vessels.F-36Table of ContentsGeneral and administrative expenses(Dollars in thousands) 2022 2021 2020 Total compensation to employees and Directors $11,763 $11,890 $14,163 Office and administrative expenses 3,818 3,351 2,413 Audit, legal and consultancy 1,308 1,325 1,313 Total general and administrative expenses $16,889 $16,565 $17,890 Stock compensation The Company currently maintains the 2022 Incentive Compensation Plan (the “2022 Plan”) for the benefit of directors and senior management. Different awards may be granted under the2022 Plan, including stock options, restricted shares/restricted stock units and cash incentive awards.Restricted sharesRestricted shares can neither be transferred nor assigned by the participant.Vesting conditionsAwards issued vest subject to continued employment or office, except in the event that a member of the board of directors ceases service on the board of directors prior to the applicablevesting date for any reason, in which case his or her restricted stock would immediately vest in full. The awards have graded vesting. For some of the awards there is an additionalvesting condition requiring certain market conditions to be met.The 2022 Plan may allow for different criteria for new grants. Stock compensation series Number of Vesting Fair value shares/ options Period at grant date (1) Granted January 2019, restricted shares 360,000 3 years $4.25 (2) Granted January 2019, restricted shares 200,000 3 years 3.04 (3) Granted March 2019, restricted shares 210,000 1 year 4.60 (4) Granted January 2020, restricted shares 460,000 3 years 8.22 (5) Granted January 2020, restricted shares 150,000 1 year 8.22 (6) Granted January 2020, restricted shares 200,000 1 year 3.56 (7) Granted January 2021, restricted shares 579,100 3 years 5.52 (8) Granted January 2021, restricted shares 175,000 1 year 5.52 (9) Granted January 2021, restricted shares 119,900 3 years 3.22 (10) Granted January 2022, restricted shares 175,000 1 year 5.38 (11) Granted January 2022, restricted shares 573,359 3 years 5.30 (12) Granted January 2022, restricted shares 124,594 3 years $4.29 F-37Table of ContentsThe following reconciles the number of outstanding restricted common stock: Restrictedcommon stock Outstanding at December 31, 2019 560,000 Granted 810,000 Exercised 1 550,002 Forfeited - Outstanding at December 31, 2020 819,998 Outstanding at December 31, 2020 819,998 Granted 874,000 Exercised 1 733,133 Forfeited - Outstanding at December 31, 2021 960,865 Outstanding at December 31, 2021 960,865 Granted 872,953 Exercised 1 800,723 Forfeited 149,400 Outstanding at December 31, 2022 883,695 1 Does not include shares in lieu of dividendsStock compensation expenses (Dollars in thousands)2022 2021 2020 Expense recognized from stock compensation $4,211 $4,371 $4,792 The fair value on the vesting date for shares that vested in 2022 was $8.22 for 122,057 shares, $5.52 for 388,412 shares, $5.30 for 175,048 shares and $4.25 for 167,431 shares. The fair valueon the vesting date for shares that vested in 2021 was $8.22 for 435,960 shares, $4.25 for 163,764 shares, $5.52 for 120,986 shares and $3.22 for 120,986 shares. The fair value on thevesting date for shares that vested in 2020 was $4.25 for 125,649 shares, $3.56 for 207,786 shares, $4.60 for 235,650 shares and $8.22 for 32,445 shares. All share-based compensation isequity-settled and no payments were made for the vested shares. The average contractual life for the outstanding stock compensation series was 1.09 years as of December 31, 2022. Valuation of stock compensationThe fair value at grant date for the shares subject to market conditions is independently determined using a Monte Carlo simulation model that takes into account the grant date, theshare price at grant date, the risk-free interest rate, the expected volatility, the expected dividends and the correlation coefficients. The expected price volatility is based on the historicvolatility (based on the daily share price logarithmic returns for the contractual life of the restricted stock) adjusted for any expected changes to future volatility due to publicly availableinformation. In January 2022, a total of 697,953 shares of restricted stock were awarded to management for the year 2021. Of these shares, 174,394 shares vested in March 2022, 99,788 shares vested inJanuary 2023, 99,788 shares will vest in January 2024, 99,789 shares will vest in January 2025, subject to continued employment or office, as applicable, and 174,331 shares are forfeited.The fair value at grant date was equal to the share price at grant date. The remaining 49,863 shares will vest subject to certain market conditions prior to December 2024 and thecalculated fair value was $4.29 per share. In January 2021, a total of 699,000 shares of restricted stock were awarded to management for the year 2020. Of these shares, 239,800 vested inMarch 2021, 153,066 shares vested in January 2022, 50,000 shares vested in March 2022, 103,067 shares vested in January 2023, 103,067 shares will vest in January 2024, subject tocontinued employment or office, as applicable, and 50,000 shares are forfeited. The fair value at grant date was equal to the share price at grant date. F-38Table of ContentsIn January 2022, a total of 175,000 shares of restricted stock were awarded to the board of directors for the year 2021. The fair value at grant date was equal to the share price at grant dateand the shares will vest in June 2023. In January 2021, a total of 175,000 shares of restricted stock were awarded to the board of directors in for the year 2020. The fair value at grant datewas equal to the share price at grant date and the shares vested in June 2022. Compensation of Directors and Executives Remuneration of Directors and Executives as a group: (Dollars in thousands) 2022 2021 2020 Cash compensation $2,648 $5,050 $3,897 Pension cost 165 219 206 Share compensation 1 3,316 3,508 4,364 Total remuneration $6,129 $8,776 $8,466 1 Share compensation reflects the expense recognized. F-39Table of ContentsShares held by Directors and Executives 2022 2021 2020 Directors and Executives as a group 1 1,908,331 2,958,894 2,303,011 1 Includes 595,832 (2021: 725,665, 2020: 619,998) shares of restricted stock subject to vesting conditions. In connection with termination of an Executive’s employment, the Executives of the Company may be entitled to an amount equal to 18 months’ base salary and any unvested equityawards may become fully vested in certain circumstances.Prepaid expenses(Dollars in thousands) 2022 2021 Prepaid voyage expenses $5,678 $2,959 Prepaid vessel operating expenses 2,216 1,828 Other 2,655 1,375 Total prepaid expenses $10,550 $6,162 Note 12 – Bunker inventoryBunker inventory consists of remaining bunkers for our spot vessels at the end of the year. The balance was $33,069 thousand as of December 31, 2022 compared to $33,396 thousand asof December 31, 2021.Bunker inventory is stated at the lower of cost and net realizable value. Cost is determined using the FIFO method and includes expenditures incurred in acquiring the bunkers anddelivery cost less discounts.Note 13 – Related parties Related party transactions relate to the Company’s subsidiaries, associated company, employees and members of the board of directors. Transactions between DHT Holdings, Inc. and its subsidiaries have been eliminated on consolidation and are not disclosed in this note. For the first five months of 2022, DHT Holdings, Inc. had a 50% ownership in Goodwood Ship Management Pte. Ltd. (“Goodwood”), which was treated as an investment in associate.During that period, total technical management fees paid were $1,485 thousand. Refer to Note 16 for more information regarding business combination. In 2021 and 2020, total technicalmanagement fees paid to Goodwood were $3,459 thousand and $3,310 thousand, respectively. Further, DHT has guarantees for certain of its subsidiaries. This mainly relates to the Company’s secured credit facilities, all of which are entered into by special-purpose wholly ownedvessel-owning subsidiaries as borrowers and guaranteed by DHT Holdings, Inc. Note 14 – Pensions The Company is required to have an occupational pension scheme in accordance with Norwegian law on required occupational pensions (“lov om obligatorisk tjenestepensjon”) for theemployees in DHT Management AS. The pension scheme satisfies the requirements of this law and comprises a defined benefit scheme. At the end of the year, there were 13 participantsin the benefit plan. F-40Table of ContentsDefined benefit pensionDHT Management AS established a defined benefit plan for qualifying employees in 2010. Under the plan, the employees, from age 67, are entitled to 70% of their base salary atretirement date. Parts of the pension are covered by payments from the National Insurance Scheme in Norway. The defined benefit plan is insured through an insurance company.Liability for defined benefit pensionDHT Management AS makes contributions to the defined benefit plan and as of December 31, 2022, the net liability recorded was $695 thousand, compared to $662 thousand as ofDecember 31, 2021 and $612 thousand as of December 31, 2020.DHT Management AS expects to contribute $304 thousand to its defined benefit pension plan in 2023. Note 15 – Tax DHT Holdings, Inc. is a foreign corporation that is not subject to United States federal income taxes. Further, DHT is not subject to income taxes imposed by the Marshall Islands, thecountry in which it is incorporated, and there are no U.S. legal entities. The Monegasque company, DHT Management S.A.M., is subject to income taxation in Monaco, the Norwegianmanagement company, DHT Management AS, is subject to income taxation in Norway and the direct and indirect subsidiaries in Singapore, DHT Ship Management (Singapore) Pte. Ltd,DHT Chartering (Singapore) Pte. Ltd, Goodwood Ship Management Pte. Ltd., and Goodwood Shipping Agencies Pte. Ltd. are subject to income taxation in Singapore and the indirectIndian subsidiary, Goodwood Marine Services Pvt. Ltd. is subject to income taxation in India. The tax effects for the companies are disclosed below. Specification of income tax(Dollars in thousands) 2022 2021 2020 Income tax payable $592 $378 $587 Tax expenses related to previous year (4) (27) 309 Change in deferred tax (1) 9 5 Total income tax expense $587 $360 $900 Specification of temporary differences and deferred tax December 31, December 31, December 31, (Dollars in thousands) 2022 2021 2020 Property, plant and equipment $468 $(11) $2 Pensions (695) (662) (612)Total basis for deferred tax (227) (674) (610)Deferred tax liability(asset), net 1 $(113) $(152) $(140)Deferred tax (asset), gross 2 (168) (166) (161)Deferred tax liability, gross 2 55 14 21 1Due to materiality, recognized in prepaid expenses and not on a separate line in the statements of financial position.2Deferred tax liability is related to one of the direct and one of the indirect subsidiaries in Singapore and cannot be offset with the deferred tax asset related to the subsidiary inNorway. F-41Table of ContentsReconciliation of income tax expense(Dollars in thousands) 2022 2021 2020 Profit/(loss) before income tax $62,567 $(11,147) $267,181 Expected income tax assessed at the tax rate for the Parent company (0%) - - - Adjusted for tax effect of the following items: Income in subsidiary, subject to income tax 587 360 900 Total income tax expense $587 $360 $900 Note 16 – Investment in associate company and business combinationInvestment in associateDuring the first five months of 2022, the parent company owned 50% of Goodwood, whose principal activity is ship management and place of incorporation and business is Singapore.The ownership interest was treated as an investment in associate under the equity method. Subsequently, DHT acquired an addition 3% of Goodwood, resulting in a total ownership of53%, which was treated as a subsidiary and consolidated in the Company’s financial statements. As of December 31, 2021, DHT owned 50% of Goodwood, which was treated as anassociate under the equity method.(Dollars in thousands) 2022 2021Investment in associate company $- $5,406The following summarizes the share of profit of the associate that is accounted for using the equity method: (Dollars in thousands) Company’s share of 2022 2021 Profit after taxation $1,327 $1,278 Other comprehensive income for the year, net of tax $(66) $(74)Total comprehensive income for the year $1,261 $1,204 Business combinationIn May 2022, the parent company, acquired an additional 3% ownership of Goodwood a privately owned ship management company incorporated under the laws of the Republic ofSingapore for a purchase price of $394 thousand in cash. A change in Goodwood’s partnership structure allowed DHT to increase its shareholding under the existing partnershipagreement. As of December 31, 2022, Goodwood managed 22 of the Company’s vessels.Following the acquisition, DHT’s ownership percentage increased to 53%, thereby obtaining control over Goodwood in what is known as a step acquisition. Previously held equityinterests in Goodwood were remeasured to a fair value of $6,030 thousand, resulting in a loss of $637 thousand, which was recognized under other financial (expense)/income in theconsolidated income statement.The Company has elected to measure the non-controlling interests in Goodwood at the proportionate share of identifiable net assets.F-42Table of ContentsAssets acquired and liabilities assumedThe preliminary fair values of the identifiable assets and liabilities of Goodwood as at the date of the acquisition were:As of May 31, 2022(Dollars in thousands) FV recognized on acquisition ASSETS Current assets $9,912 Non-current assets 2,522 Total assets $12,433 LIABILITIES Current liabilities $(570)Non-current liabilities (2,342)Total liabilities $(2,912)TOTAL IDENTIFIABLE NET ASSETS AT FAIR VALUE $9,521 Previously held equity interest measured at fair value $(6,030)Non-controlling interest measured at fair value (4,453)Goodwill arising on acquisition 1,356 PURCHASE CONSIDERATION TRANSFERRED $394 (Dollars in thousands) Cash flow onacquisition Net cash acquired with the subsidiary $8,660 Cash paid (394)NET CASH FLOW ON ACQUISITION $8,267 The goodwill of $1,356 thousand comprises the value of the personnel technical management expertise, customer base, and market reputation, which are not separately recognized.Impact of acquisition on the results of the CompanyFor the period from May 31 to December 31, 2022, Goodwood contributed $3,764 thousand to total revenues and a profit of $1,129 thousand before tax to the Company.If the business combination had taken place at the beginning of the year, the total revenues would have been $457,381 thousand on a pro forma basis and the combined result before taxwould have improved by $588 thousand to $63,155 thousand on a pro forma basis.Note 17 – Condensed Financial Information of DHT Holdings, Inc. (parent company only) SEC Rule 5-04 requires DHT to disclose condensed financial statements of the parent company when the restricted net assets of consolidated subsidiaries exceed 25% of consolidatednet assets as of the end of the most recently completed fiscal year as prescribed in SEC Rule 12-04 Condensed Financial Information of Registrant. For purposes of the test, restricted netassets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations), which asof the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a thirdparty (i.e., lender, regulatory agency, foreign government, etc.). The restricted net assets of consolidated subsidiaries exceeded 25% of the consolidated net assets of the parent company as of December 31, 2022, 2021 and 2020. The restricted assetsmainly relate to assets restricted by covenants in our secured credit agreements entered into by the vessel-owning subsidiaries. F-43Table of ContentsCondensed Statement of Financial Position (Dollars in thousands) ASSETS December 31, December 31, Current assets 2022 2021 Cash and cash equivalents $29,601 $15,539 Accounts receivable and prepaid expenses 749 74 Amounts due from related parties 89,980 90,190 Total current assets $120,330 $105,803 Investments in subsidiaries $375,683 $392,489 Loan to subsidiaries 377,131 338,051 Investment in associate company - 201 Total non-current assets $752,814 $730,741 Total assets $873,144 $836,545 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable and accrued expenses $201 $447 Total current liabilities $201 $447 Stockholders’ equity Stock $1,627 $1,661 Paid-in additional capital 1,196,239 1,217,244 Accumulated deficit (324,923) (382,808)Total stockholders’ equity $872,943 $836,097 Total liabilities and stockholders’ equity $873,144 $836,545 Condensed Income Statement (Dollars in thousands) Year ended Year ended Year ended December 31, December 31, December 31, 2022 2021 2020 Revenues $- $980 $- Impairment charge (1,234) (35,149) (35,278)Dividend income 77,820 70,746 17,081 General and administrative expense (17,704) (17,742) (19,148)Operating income/(loss) $58,881 $18,835 $(37,345) Interest income $18,823 $17,233 $21,434 Interest expense - - (6,766)Other financial (expense)/income (141) 26 245 Profit/(loss) for the year $77,563 $36,095 $(22,433)F-44Table of ContentsCondensed Statement of Comprehensive Income(Dollars in thousands) Year ended Year ended Year ended December 31, December 31, December 31, 2022 2021 2020 Profit/(loss) for the year $77,563 $36,095 $(22,433)Total comprehensive income/(loss) for the period $77,563 $36,095 $(22,433)Attributable to the owners $77,563 $36,095 $(22,433)In the condensed financial statements of the parent company, the parent company’s investments in subsidiaries were recorded at cost less any impairment. An assessment forimpairment was performed when there was an indication that the investment had been impaired or the impairment losses recognized in prior years no longer existed. Condensed Statement of Cash Flow(Dollars in thousands) Year ended Year ended Year ended December 31, December 31, December 31, 2022 2021 2020 Cash flows from operating activities Profit/(loss) for the year $77,563 $36,095 $(22,433)Items included in net income not affecting cash flows: Amortization - - 3,250 Impairment charge 1,234 35,149 35,278 Compensation related to options and restricted stock 3,013 3,203 4,204 Changes in operating assets and liabilities: Accounts receivable and prepaid expenses (675) 1,604 (805)Accounts payable and accrued expenses (246) 277 (2,246)Amounts due to related parties (69,740) (6,834) (43,313)Net cash provided by/(used in) operating activities $11,150 $69,494 $(26,063) Cash flows from investing activities Investments in subsidiaries $(395) $- $- Loan to subsidiaries $47,744 $(5,004) $223,550 Net cash provided by/(used in) investing activities $47,349 $(5,004) $223,550 Cash flows from financing activities Cash dividends paid $(19,679) $(22,083) $(214,669)Purchase of treasury shares (24,758) (32,178) - Net cash used in financing activities $(44,436) $(54,261) $(214,669) Net increase/(decrease) in cash and cash equivalents $14,062 $10,229 $(17,182)Cash and cash equivalents at beginning of period 15,539 5,310 22,492 Cash and cash equivalents at end of period $29,601 $15,539 $5,310 The condensed financial information of the parent company has been prepared using the same accounting policies as set out in the accompanying consolidated financial statementsexcept that the cost method has been used to account for investments in its subsidiaries.A reconciliation of the profit/(loss) and equity of the parent company only between cost method of accounting and equity method of accounting for investments in its subsidiaries are asfollows: F-45Table of ContentsProfit/(loss) reconciliation Year ended Year ended Year ended December 31, December 31, December 31, (Dollars in thousands) 2022 2021 2020 Profit/(loss) of the parent company only under cost method of accounting $77,563 $36,095 $(22,433)Additional profit/(loss) if subsidiaries had been accounted for using equity method of accounting as opposed to costmethod of accounting (16,107) (47,776) 288,653 Profit/(loss) of the parent company only under equity method of accounting $61,456 $(11,681) $266,221 Equity reconciliation December 31, December 31, December 31, (Dollars in thousands) 2022 2021 2020 Equity of the parent company only under cost method of accounting $872,943 $836,097 $850,336 Additional profit if subsidiaries had been accounted for using equity method of accounting as opposed to costmethod of accounting 294,501 310,608 358,384 Equity of the parent company only under equity method of accounting $1,167,444 $1,146,706 $1,208,720 Dividends from subsidiaries are recognized when they are authorized. During the year ended December 31, 2022, the parent company recorded dividend income from its subsidiaries of$72,700 thousand. During the year ended December 31, 2021, the parent company recorded dividend income from its subsidiaries of $69,500 thousand. During the year ended December31, 2020, the parent company recorded dividend income from its subsidiaries of $15,000 thousand. During the year ended December 31, 2022, the parent company was a guarantor for all of its credit facilities. Please refer to Notes 8 and 9 for a listing and summary of the credit facilities. Note 18 – Events after the reporting dateIn January 2023, for the year 2022, a total of 300,000 shares of restricted stock were awarded to management pursuant to the 2022 Plan, of which 67,500 shares will vest in January 2024,67,500 shares will vest in January 2025, 48,750 shares will vest prior to December 2025 and 67,500 shares will vest in January 2026. The remaining 48,750 shares will vest subject to certainmarket conditions prior to December 2025. The above vesting is subject to continued employment or office, as applicable, as of the relevant vesting date. The estimated fair value atgrant date was $8.25 for 251,250 shares and $6.72 per share for 48,750 shares. In January 2023, a total of 135,000 shares of restricted stock were awarded to the board of directors pursuantto the 2022 Plan. The estimated fair value at grant date was $8.25 and the shares will vest in June 2024. In January 2023, the Company agreed to a $405 million secured credit facility, including a $100 million uncommitted incremental facility. ING and Nordea will act as joint coordinators andbookrunners with ING, Nordea, ABN AMRO, Credit Agricole, Danish Ship Finance and SEB as mandated lead arrangers. The new facility will bear interest at a rate equal to SecuredOvernight Financing Rate (SOFR) plus a margin of 1.90%, including the historical Credit Adjustment Spread (CAS) of 26 basis points. The cost of the facility compares to a LIBORequivalent margin of 164 basis points, representing a reduction in the Company’s borrowing cost. The new facility will refinance the outstanding amount on the current ABN AMROcredit facility and be secured by 10 of the Company’s VLCCs. The new facility includes a six-year tenor and a 20-year repayment profile.In January 2023, the Company terminated seven interest rate swaps with maturities in the second and third quarter of 2023. The Company received $3.3 million in connection with theterminations.On February 8, 2023, DHT announced that it would pay a dividend of $0.38 per common share on February 24, 2023, to shareholders of record as of February 17, 2023. This resulted in atotal dividend payment of $61.9 million.In February 2023, the Company entered into a three-year time charter contract for DHT Puma, with a one-year period in charterer’s option. The time charter has a base rate of $33,500 perday with all earnings up to $40,000 to DHT following a profit-sharing structure for earnings in excess to be shared between the customer and DHT.So far in 2023, the Company has completed the installation of exhaust gas cleaning systems for four vessels. There are currently one vessel in the shipyard, with three remaining vesselsplanned to enter the shipyard in the first or second quarter of 2023.The financial statements were approved by the board of directors on March 15, 2023, and authorized for issue.F-46Exhibit 2.1DESCRIPTION OF DHT HOLDINGS, INC.’S SECURITIESREGISTERED UNDER SECTION 12 OF THESECURITIES EXCHANGE ACT OF 1934 Description of Common Stock The following description of DHT Holdings, Inc.’s (the “Company”) common stock is only a summary and does not purport to be complete. It is subject to and qualified in itsentirety by reference to applicable law, including the Republic of the Marshall Islands Business Corporations Act (the “BCA”), our amended and restated articles of incorporation andamended and restated bylaws, each of which is filed as an exhibit to this Annual Report on Form 20-F and is incorporated by reference herein. We encourage you to read our amendedand restated articles of incorporation and amended and restated bylaws. In this section, references to “we,” “our,” “ours” and “us” refer only to DHT Holdings, Inc. and not to any of its direct or indirect subsidiaries or affiliates except as expresslyprovided. In this section, references to “common stock” are to our common registered shares. AUTHORIZED CAPITALIZATION Under our amended and restated articles of incorporation, our authorized capital stock consists of 250,000,000 shares of common stock, par value $0.01 per share, and 1,000,000 shares ofpreferred stock, par value $0.01 per share. As of December 31, 2022, we had 162,653,339 shares of common stock outstanding. As of March 16, 2023, we had 162,986,561 shares ofcommon stock outstanding and no shares of any class of preferred stock. As of December 31, 2022, neither we nor our subsidiaries hold any shares of common stock or any shares ofany series of preferred stock. Our amended and restated articles of incorporation authorize our board of directors to establish one or more series of preferred stock and to determine, with respect to any series ofpreferred stock, the terms and rights of that series, including: the designation of the series; the number of shares of the series; the preferences and relative, participating, option or otherspecial rights, if any, and any qualifications, limitations or restrictions of such series; and the voting rights, if any, of the holders of the series. ECONOMIC RIGHTS Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of shares of common stock are entitled to receive ratably all dividends, if any,declared by our board of directors out of funds legally available for dividends. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in fullof all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive prorata our remaining assets available for distribution. Holders of common stock do not have conversion, redemption or preemptive rights to subscribe to any of our securities. The rights,preferences and privileges of holders of common stock are subject to the rights of the holders of any shares of preferred stock which we have issued or may issue in the future. Ourcommon stock is not subject to any sinking fund provisions and no holder of any shares will be required to make additional contributions of capital with respect to our shares in thefuture. There are no provisions in our amended and restated articles of incorporation or amended and restated bylaws discriminating against a stockholder because of his or herownership of a particular number of shares. We are not aware of any limitations on the rights to own our common stock, including rights of non-resident or foreign stockholders to hold or exercise voting rights on our commonstock, imposed by foreign law or by our amended and restated articles of incorporation or amended and restated bylaws. VOTING Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Our directors are elected by a plurality of the votes cast bystockholders entitled to vote. There is no provision for cumulative voting. Section 5.01 of our amended and restated articles of incorporation provides that our board of directors mustconsist of not less than three nor more than twelve members, the exact number of directors comprising the entire board of directors as determined from time to time by resolution adoptedby the affirmative vote of a majority of the board of directors. Stockholders may change the number of directors only by the affirmative vote of holders of a majority of the outstandingcommon stock. Amendments to our amended and restated articles of incorporation generally require the affirmative vote of the holders of a majority of all outstanding shares entitled tovote. Amendments to our amended and restated bylaws require the affirmative vote of a majority of our entire board of directors. STOCKHOLDER MEETINGS Under our amended and restated bylaws, annual stockholder meetings will be held at a time and place selected by our board of directors. The meetings may be held in or outside of theMarshall Islands. Special meetings may be called by stockholders holding not less than one-fifth of all the outstanding shares entitled to vote at such meeting. Our board of directorsmay set a record date between 15 and 60 days before the date of any meeting to determine the stockholders that will be eligible to receive notice and vote at the meeting. DISSENTERS’ RIGHTS OF APPRAISAL AND PAYMENT Under the BCA, our stockholders have the right to dissent from various corporate actions, including any merger or consolidation or sale of all or substantially all of our assets not madein the usual course of our business, and receive payment of the fair value of their shares. In the event of any further amendment of our articles of incorporation, a stockholder also hasthe right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting stockholder must follow the procedures setforth in the BCA to receive payment. In the event that we and any dissenting stockholder fail to agree on a price for the shares, the BCA procedures involve, among other things, theinstitution of proceedings in the high court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which our shares are primarily traded on a local ornational securities exchange. STOCKHOLDERS’ DERIVATIVE ACTIONS Under the BCA, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringingthe action is a holder of common stock both at the time the derivative action is commenced and at the time of the transaction to which the action relates. LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS The BCA authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their stockholders for monetary damages for breaches ofdirectors’ fiduciary duties. Our amended and restated bylaws include a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director tothe fullest extent permitted by law. In February 2013, we amended our bylaws to clarify the scope of indemnification rights provided to directors and officers. Our amended and restated bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by law. We are also expressly authorized to advance certainexpenses (including attorneys’ fees and disbursements and court costs) to our directors and officers and carry directors’ and officers’ insurance providing indemnification for ourdirectors, officers and certain employees for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors andexecutive officers. The limitation of liability and indemnification provisions in our amended and restated articles of incorporation and amended and restated bylaws may discourage stockholders frombringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors andofficers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay thecosts of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought. ANTI-TAKEOVER EFFECT OF CERTAIN PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS Several provisions of our amended and restated articles of incorporation and amended and restated bylaws, which are summarized below, may have anti-takeover effects. Theseprovisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize stockholdervalue in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) themerger or acquisition of our company by means of a tender offer, a proxy contest or otherwise that a stockholder may consider in its best interest or (2) the removal of incumbent officersand directors. Issuance of Capital Stock Under the terms of our amended and restated articles of incorporation and the laws of the Republic of the Marshall Islands, our board of directors has authority, without any further voteor action by our stockholders, to issue any remaining authorized shares of blank check preferred stock and any remaining authorized shares of our common stock. Our board of directorsmay issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management. Classified Board of Directors Our amended and restated articles of incorporation provide for the division of our board of directors into three classes of directors, with each class as nearly equal in number as possible,serving staggered, three-year terms. Approximately one-third of our board of directors will be elected each year. This classified board provision could discourage a third party frommaking a tender offer for our shares or attempting to obtain control of us. It could also delay stockholders who do not agree with the policies of our board of directors from removing amajority of our board of directors for two years. Election and Removal of Directors Our amended and restated articles of incorporation prohibit cumulative voting in the election of directors. Our amended and restated bylaws require parties other than the board ofdirectors to give advance written notice of nominations for the election of directors. Our amended and restated articles of incorporation also provide that our directors may be removedonly for cause and only upon the affirmative vote of a majority of the outstanding shares of our capital stock entitled to vote for those directors. These provisions may discourage,delay or prevent the removal of incumbent officers and directors. Our amended and restated bylaws provide that stockholders are required to give us advance notice of any person they wish to propose for election as a director if that person is notproposed by our board of directors. These advance notice provisions provide that the stockholder must have given written notice of such proposal not less than 90 days nor more than120 days prior to the anniversary date of the immediately preceding annual general meeting. In the event the annual general meeting is called for a date that is not within 30 days beforeor after such anniversary date, notice by the stockholder must be given not later than 10 days following the earlier of the date on which notice of the annual general meeting was mailedto stockholders or the date on which public disclosure of the date of the annual general meeting was made. In the case of a special general meeting called for the purpose of electing directors, notice by the stockholder must be given not later than 10 days following the earlier of the date onwhich notice of the special general meeting was mailed to stockholders or the date on which public disclosure of the date of the special general meeting was made. Any nomination notproperly made will be disregarded. A director may be removed only for cause by the stockholders, provided notice is given to the director of the stockholders meeting convened to remove the director and provided suchremoval is approved by the affirmative vote of a majority of the outstanding shares of our capital stock entitled to vote for those directors. The notice must contain a statement of theintention to remove the director and must be served on the director not less than fourteen days before the meeting. The director is entitled to attend the meeting and be heard on themotion for his removal. Limited Actions by Stockholders Our amended and restated articles of incorporation and our amended and restated bylaws provide that any action required or permitted to be taken by our stockholders must be effectedat an annual or special meeting of stockholders or by the unanimous written consent of our stockholders. Our amended and restated articles of incorporation and our amended andrestated bylaws provide that, subject to certain exceptions, our chairman or co-chief executive officers, at the direction of the board of directors or holders of not less than one-fifth of alloutstanding shares, may call special meetings of our stockholders and the business transacted at the special meeting is limited to the purposes stated in the notice. Accordingly, astockholder may be prevented from calling a special meeting for stockholder consideration of a proposal over the opposition of our board of directors and stockholder consideration of aproposal may be delayed until the next annual meeting. TRANSFER AGENT The registrar and transfer agent for our common stock is American Stock Transfer & Trust Company, LLC. LISTING Our common stock is listed on the NYSE under the symbol “DHT.” COMPARISON OF REPUBLIC OF THE MARSHALL ISLANDS CORPORATE LAW TO DELAWARE CORPORATE LAW Our corporate affairs are governed by our amended and restated articles of incorporation and amended and restated bylaws and by the BCA. The provisions of the BCA resembleprovisions of the corporation laws of a number of states in the U.S. For example, the BCA allows the adoption of various anti-takeover measures such as stockholder “rights” plans. While the BCA also provides that it is to be interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions, there have beenfew court cases interpreting the BCA in the Marshall Islands and we cannot predict whether Marshall Islands courts would reach the same conclusions as U.S. courts. Thus, you mayhave more difficulty in protecting your interests in the face of actions by the management, directors or controlling stockholders than would stockholders of a corporation incorporated ina U.S. jurisdiction which has developed a substantial body of case law. The following table provides a comparison between the statutory provisions of the BCA and the DelawareGeneral Corporation Law relating to stockholders’ rights. Marshall Islands DelawareStockholder MeetingsHeld at a time and place as designated in the bylaws May be held at such time or place as designated in the certificate of incorporation or thebylaws, or if not so designated, as determined by the board of directorsMay be held in or outside of the Marshall Islands May be held in or outside of DelawareNotice: Notice:• Whenever stockholders are required to take action at a meeting, written noticeshall state the place, date and hour of the meeting and indicate that it is beingissued by or at the direction of the person calling the meeting • Whenever stockholders are required to take action at a meeting, a written notice ofthe meeting shall state the place, if any, date and hour of the meeting, and themeans of remote communication, if any • A copy of the notice of any meeting shall be given personally or sent by mail notless than 15 nor more than 60 days before meeting • Written notice shall be given not less than 10 nor more than 60 days before themeetingMarshall Islands DelawareStockholder’s Voting RightsAny action required to be taken by a meeting of stockholders may be taken without ameeting if unanimous consent is in writing and is signed by all the stockholders entitled tovote on the subject matter Any action which may be taken at any meeting of stockholders, may be taken without ameeting, if consent is in writing and signed by the holders of outstanding stock havingnot less than the minimum number of votes that would be necessary to authorize suchaction at a meeting at which all shares entitled to vote thereon were present and votedAny person authorized to vote may authorize another person or persons to act for him byproxy Any person authorized to vote may authorize another person to act for him by proxyUnless otherwise provided in the articles of incorporation, majority of shares entitled tovote, in person or by proxy, constitutes a quorum. In no event shall a quorum consist offewer than one-third of the shares entitled to vote at a meeting For non-stock companies, a certificate of incorporation or bylaws may specify the numberof members to constitute a quorumNo provision for cumulative voting For stock corporations, a certificate of incorporation or bylaws may specify the number toconstitute a quorum but in no event shall a quorum consist of less than one-third ofshares entitled to vote at a meeting. In the absence of such specifications, a majority ofshares entitled to vote shall constitute a quorum The certificate of incorporation may provide for cumulative votingDirectorsThe board of directors must consist of at least one memberThe board of directors must consist of at least one memberNumber of members can be changed by an amendment to the bylaws, by the stockholders,or by action of the board Number of board members shall be fixed by the bylaws, unless the certificate ofincorporation fixes the number of directors, in which case a change in the number shall bemade only by amendment of the certificate of incorporationIf the board of directors is authorized to change the number of directors, it can only do soby an absolute majority (majority of the entire board) Dissenter’s Rights of AppraisalStockholders have a right to dissent from a merger or sale of all or substantially all assetsnot made in the usual course of business, and receive payment of the fair value of theirshares Appraisal rights shall be available for the shares of any class or series of stock of acorporation in a merger or consolidationA holder of any adversely affected shares who does not vote on or consent in writing toan amendment to the articles of incorporation has the right to dissent and to receivepayment for such shares if the amendment: • Alters or abolishes any preferential right of any outstanding shares havingpreference; • Creates, alters, or abolishes any provision or right in respect to the redemption ofany outstanding shares; • Alters or abolishes any preemptive right of such holder to acquire shares or othersecurities; or Marshall Islands Delaware• Excludes or limits the right of such holder to vote on any matter, except as suchright may be limited by the voting rights given to new shares then beingauthorized of any existing or new class Stockholder’s Derivative ActionsAn action may be brought in the right of a corporation to procure a judgment in its favor,by a holder of shares or of voting trust certificates or of a beneficial interest in such sharesor certificates. It shall be made to appear that the plaintiff is such a holder at the time ofbringing the action and that he was such a holder at the time of the transaction of which hecomplains, or that his shares or his interest therein devolved upon him by operation of law In any derivative suit instituted by a stockholder or a corporation, it shall be averred in thecomplaint that the plaintiff was a stockholder of the corporation at the time of thetransaction of which he complains or that such stockholder’s stock thereafter devolvedupon such stockholder by operation of law Complaint shall set forth with particularity the efforts of the plaintiff to secure the initiationof such action by the board or the reasons for not making such effort Such action shall not be discontinued, compromised or settled without the approval of theHigh Court of the Republic Attorney’s fees may be awarded if the action is successful Corporation may require a plaintiff bringing a derivative suit to give security for reasonableexpenses if the plaintiff owns less than 5% of any class of stock and the shares have avalue of less than $50,000 Exhibit 4.3Execution versionAMENDING AND RESTATING AGREEMENT dated 29 November 2022in respect of the (original)USD 90,000,000 SECURED TERM LOAN FACILITY dated 22 June 2015betweenDHT TIGER LIMITEDas BorrowerandDHT HOLDINGS, INC.as GuarantorwithCRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANKas Lender, Swap Provider, Agent and Security AgentConfidentialschjodt.no | Page 2INDEX1.DEFINITIONS AND INTERPRETATION5 2.AGREEMENT OF THE FINANCE PARTIES7 3.CONDITIONS PRECEDENT7 4.REPRESENTATIONS8 5.AMENDMENT AND RESTATEMENT OF FACILITIES AGREEMENT8 6.FURTHER ASSURANCE10 7.COSTS AND EXPENSES11 8.NOTICES11 9.COUNTERPARTS12 10.GOVERNING LAW12 11.ENFORCEMENT12 SCHEDULE 1 PART I CONDITIONS PRECEDENT13 SCHEDULE 2 EFFECTIVE DATE NOTCE17 SCHEDULE 3 AMENDED AND RESTATED FACILITY AGREEMENT18ConfidentialPage 3 of 18THIS AGREEMENT (the " Agreement") is dated 29 November 2022 and is made between:(1)DHT TIGER LIMITED, a company incorporated under the laws of the Marshall Islands with limited liability and with its registered office at Trust Company, Ajeltake Road,Ajeltake Islands, Majuro, Marshall Islands MH96960 as borrower (the "Borrower"); (2)DHT HOLDINGS, INC., a company incorporated under the laws of the Marshall Islands with its registered office at Trust Company, Ajeltake Road, Ajeltake Islands, Majuro,Marshall Islands MH96960 as guarantor (the " Guarantor"); (3)THE FINANCIAL INSTITUTIONS listed at Schedule 1 to the Amended and Restated Facility Agreement as lenders (together the "Original Lenders" and each an "OriginalLender") (4)CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a French "société anonyme" having a share capital of EUR7,851,636,342, acting as agent through itsregistered office at 12, place des Etats-Unis, CS 70052, 92547 Montrouge Cedex, France and registered under the number siren 304187701 at the Registre du Commerce et desSociétés of Nanterre, France (in that capacity, the "Agent"); (5)CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a French "société anonyme" having a share capital of EUR7,851,636,342, acting as agent through itsregistered office at 12, place des Etats-Unis, CS 70052, 92547 Montrouge Cedex, France and registered under the number siren 304187701 at the Registre du Commerce et desSociétés of Nanterre, France (in that capacity, the "Swap Provider"); and (6)CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a French "société anonyme" having a share capital of EUR7,851,636,342, acting as agent through itsregistered office at 12, place des Etats-Unis, CS 70052, 92547 Montrouge Cedex, France and registered under the number siren 304187701 at the Registre du Commerce et desSociétés of Nanterre, France (in that capacity, the "Security Agent"). WHEREAS:(A)Pursuant to a term loan facility agreement dated 22 June 2015 (as amended and supplemented from time to time prior to the date of this Agreement, the "Original FacilityAgreement") originally made between the Borrower and Samco Gamma Ltd. (the "Released Borrower") as original borrowers (together, the "Original Borrowers"), theGuarantor, the Lenders, the Agent, the Swap Bank and the Security Agent, the Lenders agreed to make available to the Original Borrowers a USD 90,000,000 term loan facilityfor the purposes set out therein (the "Original Facility"). (B)The outstanding amount of the Loan under the Original Facility as at the date of this Agreement is USD33,109,027.88 (the "Existing Outstanding Loan "). (C)By an ISDA Master Agreement and schedule thereto dated 22 June 2015 the Original Borrowers agreed terms for hedging their exposure to interest rate fluctuations under theOriginal Facility Agreement (together with any and all Confirmations exchanged thereunder, the "Existing Master Agreement"). As at the date of this Agreement, noTransactions nor Confirmations (each as defined in the Existing Master Agreement) have been entered into. ConfidentialPage 4 of 18(D)The obligations of the Original Borrowers under the Original Facility Agreement and Existing Master Agreement were originally secured by, inter alia: (i)a Hong Kong ship mortgage and deed of covenant collateral thereto dated 18 April 2016 over the vessel mv "DHT SCANDINAVIA" (ex "SAMCO SCANDINAVIA")having IMO number 9315147 (the "Released Vessel") registered in the name of the Released Borrower under Hong Kong flag (the "DHT Scandinavia Mortgage"); (ii)a Hong Kong ship mortgage and deed of covenant collateral thereto each dated 16 January 2017 (registered with the Hong Kong Shipping Registry at 11:05 on 16January 2017) (the "DHT Tiger Mortgage") over the VLCC mv "DHT Tiger" having IMO number 9733959 and registered in the name of the Borrower under HongKong flag (the "Vessel" and, together with the Released Vessel, the " Vessels"); (iii)assignments over the Vessels' earnings, insurances, any charters and requisition compensation; (iv)a guarantee and indemnity dated 22 June 2015 granted by the Guarantor (the "Existing Guarantee"); (v)first priority pledges of all issued shares in each of the Original Borrowers; (vi)first priority charges over certain bank accounts of the Original Borrowers; (vii)a first priority charge over proceeds under the Existing Master Agreement (the "Existing Master Agreement Proceeds Deed"); and (viii)written undertakings, each dated 16 January 2017, from each of the Commercial Manager and the Technical Manager of the Vessel in respect of, inter alia, thesubordination of such managers' claims against the Borrower. (E)By a deed of release dated 21 October 2020, the Security Agent (acting for and on behalf of the Lenders) agreed to: (i) the release of the Released Borrower, together withcertain other existing security parties, from their obligations under certain security documents relating to the Released Borrower and the Released Vessel and (ii) the release ofthe DHT Scandinavia Mortgage pursuant to a mortgage discharge dated 21 October 2020 (together the "2020 Released Security"). (F)Following the release of the Released Borrower and the 2020 Released Security, the Borrower's obligations under the Original Facility Agreement, as at the date of thisAgreement, continue to be secured by: (A)the Existing Guarantee; (B)the Existing Master Agreement Proceeds Deed; (C)first priority charge dated 22 June 2015 over all issued shares in the Borrower; (D)the DHT Tiger Mortgage (including the deed of covenant) in respect of the Vessel; (E)an assignment dated 16 January 2017 over the Vessel's earnings, insurances, any charters and requisition compensation; ConfidentialPage 5 of 18(F)a first priority French law account pledge (Nantissement de Solde de Comptes Bancaires) dated 16 January 2017 over the Borrower's Earnings Account and RetentionAccount, (together the "Remaining Security"). (G)In connection with a term sheet agreed between the Borrower and the Lenders, the Borrower has requested the Lenders to amend and restate the Original Facility Agreement inorder to refinance the Existing Outstanding Loan and to finance the general corporate and working capital purposes of the Guarantor (the "Requested Refinancing). (H)This Agreement sets out the terms and conditions upon which the Lenders and the other Finance Parties agree, with effect on and from the Effective Date, to the amendmentand restatement of the Original Facility Agreement on the terms of the Amended and Restated Facility Agreement (as appended hereto). IT IS AGREED as follows: 1.DEFINITIONS AND INTERPRETATION 1.1Definitions Words and expressions defined in the Amended and Restated Facilities Agreement shall, unless otherwise defined herein, have the same meanings when used herein(including the preamble). In this Agreement: "Additional Account Security" means the additional French law account pledge (Nantissement de Solde de Comptes Bancaires) over the Borrower's Earnings Account andRetention Account to be dated on the Effective Date and to be executed by the Borrower in favour of the Security Agent in agreed form; "Additional Assignment" means the additional assignment over the Vessel's earnings, insurances, any charters and requisition compensation to be dated on the Effective Dateand to be executed by the Borrower in favour of the Security Agent in agreed form; "Additional Deed of Covenant" means the additional deed of covenant collateral to the Additional Mortgage to be dated on the Effective Date and to be executed by theBorrower in favour of the Security Agent in agreed form; "Additional Manager's Undertaking" means the additional Manager's Undertakings from each of the Commercial Manager and Technical Manager to be dated on the EffectiveDate and to be executed by the Managers in favour of the Security Agent in agreed form; "Additional Mortgage" means, in relation to the Vessel, the additional second priority statutory Hong Kong ship mortgage over the Vessel to be dated on the Effective Dateand to be executed by the Borrower in favour of the Security Agent in agreed form; "Additional Shares Pledge" means the additional shares pledge of all the issued share capital in the Borrower to be dated on the Effective Date and to be executed by theGuarantor in favour of the Security Agent in agreed form; ConfidentialPage 6 of 18"Amended and Restated Facility Agreement" means the Original Facility Agreement, as amended and restated in accordance with the terms of this Agreement in the form setout in the Appendix. "Closing Date" means 1 December 2022; "Effective Date" means the date on which the Agent notifies the Obligors and the Finance Parties that it (on behalf of the Finance Parties) has received and approved allcondition precedent documents as set out in Schedule 1 (Conditions precedent) to this Agreement. "New Master Agreement" means the new ISDA Master Agreement to be dated on the Effective Date (or any other form of master agreement relating to interest or currencyexchange transactions) entered into between the Swap Provider and the Borrower during the Facility Period, including each Schedule to any Master Agreement and eachConfirmation exchanged under a Master Agreement. "New Master Agreement Proceeds Deed" means the new Master Agreement Proceeds Deed to be dated on the Effective Date relating to the New Master Agreement to beexecuted by the Borrower in favour of the Security Agent in agreed form; "New Security Documents" means the Additional Account Security, the Additional Assignment, the Additional Deed of Covenant, the Additional Mortgage, the AdditionalManager's Undertaking, the New Master Agreement Proceeds Deed and the Additional Shares Pledge and individually, each a "New Security Document". "Obligors" means each of the Borrower and the Guarantor. "Party" means a party to this Agreement. "Security" means the Security as defined in the Amended and Restated Facility Agreement and includes the Security under each of the New Security Documents. "Security Documents" means the Security Documents as defined in the Amended and Restated Facilities Agreement and includes each of the New Security Documents. "Security Parties" means the Borrower, the Guarantor, the Managers, any other Credit Support Provider, and any other person who may at any time during the Facility Periodbe liable for, or provide security for, all or any part of the Indebtedness, and "Security Party" means any one of them. 1.2Construction Clauses 1.2 (Construction) to Clause 1.7 (Third party rights) of the Amended and Restated Facility Agreement shall apply, mutatis mutandis, to this Agreement as if expresslyset out herein. 1.3Form and content All documents and evidence delivered to the Agent pursuant to this Agreement shall: (a)be in form and substance satisfactory to the Agent; (b)if required by the Agent, be in original; and ConfidentialPage 7 of 18(c)if required by the Agent, be certified, notarized, legalized or attested in a manner acceptable to the Agent. 1.4Agreed forms of new and supplemental Finance Documents References in Clause 1.1 (Definitions) to any new, additional or supplement to a Finance Document being in "agreed form" are to that new, additional or supplemental FinanceDocument substantially in a form agreed in writing between the Borrower and the Agent acting with the authorisation of all of the Finance Parties. 1.5Designation as a Finance Document The Borrower and the Agent designate this Agreement and each New Security Document as Finance Documents. 1.6Third party rights Unless provided to the contrary in a Finance Document, a person who is not a Party has no right under the Third Parties Act to enforce or to enjoy the benefit of any term ofthis Agreement. 2.AGREEMENT OF THE FINANCE PARTIES 2.1Agreement of the Finance Parties The Finance Parties agree, subject to and upon the terms and conditions of this Agreement, to the amendment and restatement of the Original Facilities Agreement upon theterms of the Amended and Restated Facility Agreement set out in the Appendix hereto. 2.2Effective Date The agreement of the Finance Parties contained in Clause 2.1 (Agreement of the Finance Parties) shall have effect on and from the Effective Date. 3.CONDITIONS PRECEDENT 3.1Conditions Precedent The agreement of the Finance Parties contained in Clause 2.1 (Agreement of the Finance Parties) is subject to the Agent having received on or before the Closing Date all ofthe documents and other evidence listed in Schedule 1 (Conditions Precedent) of this Agreement in form and substance satisfactory to the Agent.3.2Following the occurrence of the Effective Date, the Lenders will only be obliged to advance the Additional Advance if on the date of the relevant Drawdown Request and onthe proposed Drawdown Date: (a)no Default is continuing or would result from the advance of the Additional Advance; and ConfidentialPage 8 of 18(b)the representations made by the Borrower and the Guarantor under Clause 18 (Representations) of the Amended and Restated Facility Agreement are true in allmaterial respects. 3.3Effective Date (a)The Agent shall notify the Borrower and the Lenders in writing when it has received all the documents and other evidence listed in Schedule 1 (ConditionsPrecedent) of this Agreement in a form and substance satisfactory to it other than any that have been waived by the Agent at such time (such notice which shall bein the form set out in Schedule 2 and confirming the occurrence of the Effective Date, being the " Effective Date Notice"). (b)Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in Clause 3.3(a) above,the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a resultof giving any such notification. 3.4Conditions Subsequent Each of the Borrower and the Guarantor shall ensure that, within one month of the occurrence of the Effective Date, any and all necessary actions to protect, perfect or givepriority to each New Security Document are carried out in accordance with the requirements set out in Schedule 1 Part II. 4.REPRESENTATIONS 4.1Facilities Agreement representations Each Obligor represents and warrants that the representations set out in clause 18 (representations) of the form of the Amended and Restated Facility Agreement remain trueand not misleading if repeated on the date of this Agreement and at the Effective Date with reference to the circumstances existing at such time.4.2Finance Document representationsEach Obligor represents and warrants that the representations and warranties set out in the Finance Documents (other than those set out in the Amended and Restated FacilityAgreement referred to in Clause 4.1 above) remain true and not misleading if repeated on the date of this Agreement and on the Effective Date with reference to thecircumstances existing at such time.5.AMENDMENT AND RESTATEMENT OF FACILITIES AGREEMENT 5.1Specific amendment to the Original Facilities AgreementConfidentialPage 9 of 18With effect on and from the Effective Date the Original Facilities Agreement shall be, and shall be deemed by this Agreement to be, amended and restated in the form of theAmended andRestated Agreement Facilities Agreement and, as so amended and restated, the Original Facilities Agreement shall continue to be binding on each of the parties to it, includingfor avoidance of doubt the Guarantor, in accordance with its terms as so amended and restated.5.2Amendments to Finance Documents With effect on and from the Effective Date each of the Finance Documents other than the Original Facilities Agreement, shall be, and shall be deemed by this Agreement to be,amended as follows:(a)the definition of, and references throughout each of the Finance Documents to, the Facilities Agreement shall be construed as if the same referred to the Amendedand Restated Facilities Agreement; and (b)by construing references throughout each of the Finance Documents to "this Agreement", "this Deed" and other like expressions as if the same referred to suchFinance Documents as amended by this Agreement. 5.3Obligor confirmation As at the Effective Date, each Obligor:(a)confirms its acceptance of the Amended and Restated Facilities Agreement; and (b)agrees that it is bound as a Security Party (as defined in the Amended and Restated Facilities Agreement). 5.4Security confirmation As at the Effective Date, each Obligor in its capacity as a Security Party confirms that: (a)any Security created by it under the Finance Documents extends to the obligations of the Security Parties under the Finance Documents as amended and restated bythis Agreement; (b)the obligations of the Security Parties under the Amended and Restated Facility Agreement are included as Indebtedness (as defined in the Security Documents towhich it is a party); and (c)the Security created under the Finance Documents continues in full force and effect on the terms of the respective Finance Documents. 5.5Finance Documents to remain in full force and effect (a)Save for the Existing Master Agreement which is to be terminated with effect on and from the Effective Date in accordance with Clause 5.6 of this Agreement, witheffect on and from the Effective Date, the Finance Documents shall remain in full force and effect: ConfidentialPage 10 of 18(i)in the case of the Facilities Agreement, as amended and restated pursuant to Clause 5.1 (Specific amendments to the Facilities Agreement); (ii)in the case of the Finance Documents other than the Facilities Agreement, as amended by the amendments to such Finance Documents contained or referredto in Clause 5.2 (Amendments to Finance Documents); (iii)the Facilities Agreement and the applicable provisions of this Agreement will be read and construed as one document; (iv)each Finance Document other than the Facilities Agreement and the applicable provisions of this Agreement will be read and construed as one document; and with such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement. (b)Each Obligor confirms, agrees and undertakes, that with effect on and from the Effective Date each and all Remaining Security and the guarantees and indemnitiesprovided and/or created by each Obligor in favour of the Secured Parties under the Facilities Agreement and the other Finance Documents shall, as amended by theamendments to such Finance Documents contained or referred to in Clause 5.2 (Amendments to Finance Documents), continue in full force and effect as security forthe Obligors’ obligations and liabilities under the Amended and Restated Facilities Agreement and the other Finance Documents. 5.6Termination of Existing Master Agreement With effect on and from the Effective, each of the Borrower and the Swap Provider hereby confirm that:(a)no Transactions have been entered into nor any Confirmations exchanged under the Existing Master Agreement since the date on which it was originally entered intoby the Borrower and the Swap Provider; (b)the Existing Master Agreement together with all rights, obligations of the Borrower and the Swap Provider thereunder shall be terminated with effect on and from theEffective Date; and (c)all references in the Facilities Agreement and in any of the Finance Documents to "Master Agreement" shall be construed on and from the Effective Date asreferences to the New Master Agreement which shall replace the Existing Master Agreement in all respects. 6.FURTHER ASSURANCE 6.1Further assurance Each Obligor shall promptly, and in any event within a reasonable time period specified by the Agent do all such acts (including procuring or arranging any registration,notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments, transfers, mortgages, charges,notices, instructions, acknowledgements, proxies and powers of attorney), as the Agent may reasonably specify (and in such form as the Agent may require in favour of theAgent or its nominee(s)) to implement the terms and provisions of this Agreement.ConfidentialPage 11 of 18Each Obligor shall promptly, and in any event within the time period specified by the Security Agent do all such acts (including procuring or arranging any registration,notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments, transfers, mortgages, charges,notices, instructions, acknowledgments, proxies and powers of attorney), as the Security Agent may specify (and in such form as the Security Agent may require in favour ofthe Security Agent or its nominee(s)):(a)to create, perfect, vest in favour of the Security Agent or protect the priority of the Security or any right or any kind created or intended to be created under orevidenced by the Finance Documents as amended and/or restated by this Agreement (which may include the execution of a mortgage, charge, assignment or otherSecurity over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies ofthe Security Agent, any Receiver or the Secured Parties provided by or pursuant to the Finance Documents as amended and/or restated by or pursuant to thisAgreement or by law; and/or (b)to confer on the Security Agent or confer on the Secured Parties Security over any property and assets of that Obligor located in any jurisdiction equivalent or similarto the Security intended to be conferred by or pursuant to the Finance Documents as amended and/or restated by or pursuant to this Agreement. Each Obligor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection,protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Secured Parties by or pursuant to the Finance Documents asamended and/or restated by this Agreement.6.2Additional corporate action At the same time as an Obligor delivers to the Agent or Security Agent any document executed under this Clause 6 (Further Assurance), that Obligor shall deliver to the Agentor Security Agent as applicable reasonable evidence that that Obligor's execution of such document has been duly authorised by it.7.COSTS AND EXPENSES Clause 15.2 (amendment costs) of the Amended and Restated Facilities Agreement applies to this Agreement as if it were expressly incorporated in it with any necessarymodifications. 8.NOTICES Clause 30 (notices) of the Amended and Restated Facilities Agreement applies to this Agreement as if it were expressly incorporated in it with any necessary modifications. ConfidentialPage 12 of 189.COUNTERPARTS This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. 10.GOVERNING LAW This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. 11.ENFORCEMENT 11.1Jurisdiction (a)The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding theexistence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute"). (b)The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to thecontrary. (c)This Clause 11.1 (Jurisdiction) is for the benefit of the Secured Parties only. As a result, no Secured Party shall be prevented from taking proceedings relating to aDispute in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions. 11.2Service of process (a)Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales): (i)irrevocably appoints Wikborg Rein UK Limited of 30 Cannon Street, London, England EC4M 6XH as its agent for service of process in relation to anyproceedings before the English courts in connection with any Finance Document; and (ii)agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned. (b)If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the Obligors)must immediately (and in any event within 7 days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent mayappoint another agent for this purpose. This Agreement has been entered into on the date stated at the beginning of this Agreement. ConfidentialPage 13 of 18SCHEDULE 1PART ICONDITIONS PRECEDENT The Effective Date is conditional on the Agent receiving in form and substance satisfactory to it:1.Obligors (a)A copy of the constitutional documents of each Obligor. (b)A copy certificate of good standing in respect of each Obligor. (c)A copy of a resolution of the board of directors of each Obligor: (i)approving the terms of, and the transactions contemplated by, this Agreement and the Finance Documents to which it is a party and resolving that it execute, deliverand perform the Finance Documents to which it is a party; (ii)authorising a specified person or persons to execute this Agreement and the Finance Documents to which it is a party on its behalf; and (iii)authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or inconnection with this Agreement and the transactions contemplated thereby. (d)To the extent not included in the resolution in paragraph 1 (c) above, an original of the power of attorney of any Obligor authorising a specified person or persons to executethe Finance Documents to which it is a party (notarially attested and legalised if required). (e)To the extent required, a copy of a resolution signed by the shareholder of each Obligor, approving the terms of, and the transactions contemplated by, the Finance Documentsto which the relevant Obligor is a party. (f)Specimen signatures or copy of the passport of the persons authorised to sign the relevant Finance Documents on behalf of each Obligor. (g)An original certificate of a duly authorised officer of each Obligor certifying: (i)that each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect as at a time no earlier than the Effective Date; (ii)setting out the names of the directors, officers and shareholders of that Security Party and the proportion of shares held by the Guarantor; and (iii)in relation to each Obligor, that borrowing or guaranteeing or securing, as appropriate, the Loan would not cause any borrowing, guaranteeing, security or similar limitbinding on it to be exceeded. (h)Where such registration is required or permitted under the laws of the relevant jurisdiction, evidence that the names of the directors, officers and shareholders of each Obligorare duly registered in the companies registry or other registry in the country of incorporation of that Obligor. 2.Know Your Customer (KYC) requirements Any documents required by the Agent and the Lenders pursuant to any "Know your customer checks" with respect to the Obligors and their signatories, directors andultimate beneficial owners or similar identification procedures in relation to the transactions contemplated in the Finance Documents. ConfidentialPage 14 of 183.Payment of accrued unpaid interest and any break costs under the Original Facility Confirmation from the Agent that the Borrower has paid all amounts of accrued unpaid interest and any break costs under the Original Facility up to the Effective Date. 4.Vessel documents Photocopies, certified as true, accurate and complete by an Authorised Officer of the Borrower, of:(a)any charterparty or other contract of employment of the Vessel which will be in force on the Effective Date; (b)the Management Agreements for the Vessel; (c)the Vessel's current Safety Construction, Safety Equipment, Safety Radio and Load Line Certificates; (d)evidence of the Vessel's current Certificate of Financial Responsibility issued pursuant to the United States Oil Pollution Act 1990; (e)the Vessel's current SMC; (f)the ISM Company's current DOC for the Vessel; (g)the Vessel's current ISSC; (h)the Vessel's current IAPPC; (i)the Vessel's current Tonnage Certificate; in each case together with all addenda, amendments or supplements.5.Vessel valuations for the determination of the Vessel's Fair Market Value as at the Effective Date Two valuations of the Vessel, one from each of Fearnleys and Clarkson, each addressed to the Agent on behalf of the Finance Parties, prepared on the basis of a charter-freesale for prompt delivery for cash at arm's length on normal commercial terms as between a willing seller and a willing buyer and dated not earlier than 30 days before the ClosingDate, the average of which show a valuation of the Vessel which is satisfactory to the Lenders. The cost of the valuation prepared by Fearnleys shall be borne by the Borrower.The cost of the valuation prepared by Clarksons shall be borne by the Agent. 6.Evidence of Borrower' s title to the Vessel and registration of DHT Tiger Mortgage A transcript of register of the Vessel to evidence that on the Effective Date (i) the Vessel is registered under Hong Kong flag in the ownership of the Borrower and (ii) the DHTTiger Mortgage over the Vessel continues to be registered against the Vessel with first priority and (iii) the Additional Mortgage over the Vessel is registered against the Vesselwith second priority. ConfidentialPage 15 of 187.Evidence of insurance Evidence that the Vessel is insured in the manner required by the relevant Security Documents and that letters of undertaking will be issued in the manner required by therelevant Security Documents, together with the written approval of the Insurances by an insurance adviser appointed by the Agent at the cost and expense of the Borrower ifrequired by the Agent. 8.Confirmation of class A Certificate of Confirmation of Class for hull and machinery confirming that the Vessel is classed with the highest class applicable to vessels of her type with Lloyd's Register,AB or such other classification society as may be acceptable to the Agent.9.Finance Documents Each of the following Finance Documents duly executed by all the relevant parties thereto, together with any and all notices, acknowledgments or other ancillarydocumentation required thereby: (a)this Agreement; (b)the New Master Agreement; (c)each New Security Document; (d)the Fee Letter setting out the fees to be paid to the Agent and the Security Agent; (e)any other Finance Document reasonably requested by the Agent. 10.Fees Evidence that the fees, costs and expenses set out in Clause 10 (Fees) then due have been paid. 11.Other Documents (a)A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into andperformance of the transactions contemplated by this Agreement or any Finance Document or for the validity and enforceability of any Finance Document. 12.Legal opinions A legal opinion of the following legal advisers to the Agent: (i)Schjodt LLP as to English law; (ii)Poles, Tublin Stratakis & Gonzalez, LLP as to Marshall Islands law; (iii)Holman Fenwick Willan LLP as to French law; ConfidentialPage 16 of 18(iv)Holman Fenwick Willan LLP as to Hong Kong law; Any such other favourable legal opinions in form and substance satisfactory to the Agent as the Agent may require PART II CONDITIONS SUBSEQUENT 13.Hong Kong Companies Ordinance registrations Evidence that the prescribed particulars of the New Security Documents (to the extent required) have been delivered to the Registrar of Companies of Hong Kong within the statutorytime limit being one month after the date of the relevant New Security Document.ConfidentialPage 17 of 18SCHEDULE 2 EFFECTIVE DATE NOTICE From:Crédit Agricole Corporate and Investment Bank as AgentTo:DHT Tiger LimitedDated:Dear SirsAmendment and Restatement Agreement dated [ ] 2022 (the "ARA") in respect of the $37,500,000 amended and restated facility agreement with DHT Tiger Limited asborrower (the "ARFA")We refer to the ARA.Terms defined in the ARA and the ARFA have the same meanings when used in this Notice.1.Occurrence of Effective Date With effect on the date of this Notice, in our capacity as Agent for and on behalf of the Lenders, we hereby confirm the occurrence of the Effective Date.Accordingly, this is the Effective Date Notice (the "Notice") referred to in clause 3.3 of the ARA.2.First Interest Period For the purposes of clause 8.1 (c) and (e) of the ARFA, we confirm that the first Interest Period in respect of the Loan shall run from the date of this Notice for a period of three months.This Notice and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation shall be governed by andconstrued in accordance with the law of England and Wales.Yours faithfully. Duly authorisedFor and on behalf ofCRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANKAcknowledged and agreed Duly authorisedFor and on behalf ofDHT TIGER LIMITEDConfidentialPage 18 of 18SCHEDULE 3AMENDED AND RESTATED FACILITY AGREEMENT ConfidentialExecution version$ 37,500,000SECURED LOAN AGREEMENTRELATING TOMV "DHT TIGER"29 November 2022betweenDHT Tiger Limited (as Borrower) DHT Holdings, Inc. (as Guarantor) The Financial Institutions listed in Schedule 1 (as Original Lenders) Crédit Agricole Corporate and Investment Bank (as Agent) Crédit Agricole Corporate and Investment Bank (as Swap Provider) Crédit Agricole Corporate and Investment Bank (as Security Agent)Page 2 of 120TABLE OF CONTENTS SECTION 1INTERPRETATION5 1.DEFINITIONS AND INTERPRETATION5 SECTION 2THE LOAN27 2.THE LOAN27 3.PURPOSE28 SECTION 3LOAN UTILISATION28 4.ADVANCE28 SECTION 4REPAYMENT, PREPAYMENT AND CANCELLATION30 5.REPAYMENT30 6.ILLEGALITY, PREPAYMENT AND CANCELLATION30 SECTION 5COSTS OF UTILISATION32 7.INTEREST32 8.INTEREST PERIODS34 9.CHANGES TO THE CALCULATION OF INTEREST35 10.FEES37 SECTION 6ADDITIONAL PAYMENT OBLIGATIONS37 11.TAX GROSS UP AND INDEMNITIES37 12.INCREASED COSTS41 13.OTHER INDEMNITIES43 14.MITIGATION BY THE LENDERS45 15.COSTS AND EXPENSES45 SECTION 7SECURITY AND APPLICATION OF MONEYS47 16.SECURITY DOCUMENTS AND APPLICATION OF MONEYS47 17.GUARANTEE AND INDEMNITY51 SECTION 8REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT55 18.REPRESENTATIONS55 19.INFORMATION UNDERTAKINGS60 20.FINANCIAL COVENANTS63 21.GENERAL UNDERTAKINGS64 22.EVENTS OF DEFAULT70 SECTION 9CHANGES TO PARTIES76 23.CHANGES TO THE LENDERS76Page 3 of 12024.NO CHANGES TO THE SECURITY PARTIES81 SECTION 10THE FINANCE PARTIES81 25.ROLE OF THE AGENT AND THE SECURITY AGENT81 26.CONDUCT OF BUSINESS BY THE FINANCE PARTIES91 27.SHARING AMONG THE FINANCE PARTIES91 SECTION 11ADMINISTRATION93 28.PAYMENT MECHANICS93 29.SET-OFF96 30.NOTICES97 31.CALCULATIONS AND CERTIFICATES99 32.PARTIAL INVALIDITY99 33.REMEDIES AND WAIVERS99 34.AMENDMENTS AND WAIVERS99 35.CONFIDENTIALITY104 36.COUNTERPARTS107 37.NO RIGHTS AS SURETY107 38.BAIL-IN107 SECTION 12GOVERNING LAW AND ENFORCEMENT109 39.GOVERNING LAW109 40.ENFORCEMENT109 Schedule 1 THE ORIGINAL LENDERS111 Schedule 2 FORM OF DRAWDOWN REQUEST Schedule 3 FORM OF TRANSFER CERTIFICATE113 Schedule 4 FORM OF COMPLIANCE CERTIFICATE115Page 4 of 120LOAN AGREEMENT Dated29 November 2022Between:(1)DHT Tiger Limited, a company incorporated under the law of the Marshall Islands with limited liability and with registered address at Trust Company, Ajeltake Road, AjeltakeIsland, Majuro, Marshall Islands, MH96960, and registered as a non-Hong Kong company under Companies Ordinance (Cap.622 of the laws of Hong Kong) having a place ofbusiness at 27th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong (the "Borrower"); and (2)DHT Holdings, Inc., a company incorporated under the law of Marshall Islands, with registered address at Trust Company, Ajeltake Road, Ajeltake Island, Majuro, MarshallIslands MH96960 (the "Guarantor"); and (3)The Financial Institutions listed in Schedule 1 (The Original Lenders), each acting through its Facility Office (together the "Original Lenders" and each an "OriginalLender"); and (4)Crédit Agricole Corporate and Investment Bank, a French "société anonyme" having a share capital of EUR7,851,636,342, acting as agent through its registered office at 12,place des Etats-Unis, CS 70052, 92547 Montrouge Cedex, France and registered under the number siren 304187701 at the Registre du Commerce et des Sociétés of Nanterre,France (in that capacity, the "Agent"); and (5)Crédit Agricole Corporate and Investment Bank, a French "société anonyme" having a share capital of EUR7,851,636,342, acting as swap provider through its registered officeat 12, place des Etats-Unis, CS 70052, 92547 Montrouge Cedex, France and registered under the number siren 304187701 at the Registre du Commerce et des Sociétés ofNanterre, France (in that capacity, the "Swap Provider"); and (6)Crédit Agricole Corporate and Investment Bank, a French "société anonyme" having a share capital of EUR7,851,636,342, acting as security agent through its registered officeat 12, place des Etats-Unis, CS 70052, 92547 Montrouge Cedex, France and registered under the number siren 304187701 at the Registre du Commerce et des Sociétés ofNanterre, France (in that capacity, the "Security Agent"). Preliminary(A)The Borrower is the registered owner of the Vessel which is registered under Hong Kong flag. (B)In order to refinance certain Existing Indebtedness of the Borrower in respect of the Vessel and to finance the general corporate and working capital purposes of the Guarantor,each of the Original Lenders has agreed to advance to the Borrower its Commitment (aggregating, with all the other Commitments, up to the lesser of (i) $37,500,000 and (ii) 50%of the Fair Market Value of the Vessel) on the terms and conditions as set out in this Agreement and the 2022 Amending and Restating Agreement. It is agreed as follows:Page 5 of 120SECTION 1INTERPRETATION1.DEFINITIONS AND INTERPRETATION 1.1Definitions In this Agreement:"2022 Amending and Restating Agreement" means the amending and restating agreement relating to this Agreement dated 29 November 2022 and made between theBorrower, the Guarantor, the Agent, the Swap Bank, the Lenders and the Security Agent."Acceptable Bank" means a bank or financial institution which has a rating for its long-term unsecured and non-credit-enhanced debt obligations of BBB or higher byStandard & Poor's Rating Services or Fitch Ratings Ltd or Baa or higher by Moody's Investors Service Limited or a comparable rating from an internationally recognised creditrating agency."Acceptable Charter" means, in respect of the Vessel, any time charter having a duration of 24 months or more which is acceptable to and has been approved by the Agent inwriting (such approval not to be unreasonably withheld)."Account Holder" means Crédit Agricole Corporate and Investment Bank acting through its branch at 12, place des Etats-Unis, CS 70052, 92547 Montrouge Cedex, France orany other bank or financial institution which at any time, with the Security Agent's prior written consent (such consent not to be unreasonably withheld), holds the EarningsAccount and/or the Retention Account."Accounts" means the Earnings Account and the Retention Account."Account Security Deeds" means the account security deeds referred to in Clause 16.1(a)(f)16.1 (Security Documents)."Additional Advance" means an amount in respect of the Loan equal to (i) the Maximum Loan Amount less (ii) the Existing Indebtedness, calculated as at the Effective Date."Administration" has the meaning given to it in paragraph 1.1.3 of the ISM Code."Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company."Annex VI" means Annex VI (Regulations for the Prevention of Air Pollution from Ships) to the International Convention for the Prevention of Pollution from Ships 1973 (asmodified in 1978 and 1997 and as as subsequently amended from time to time)."Approved Shipbrokers" means (i) Clarkson, Braemar, Poten and Partners, Arrow Valuations, Fearnleys and Simpson, Spence and Young.Page 6 of 120"Assignments" means all the forms of assignment referred to in Clause 16.1 (d). (Security Documents)."Assignment Agreement" means an agreement in a form •agreed between the relevant assignor and assignee."Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration."Authorised Officers" means (i) in the case of the Guarantor, any one director, either of the Co-Chief Executive Officers or the Chief Financial Officer of the Guarantor and (ii) inthe case of the Borrower, any one director of the Borrower or one of the Guarantor's Authorised Officers."Availability Period" means, in respect of the Additional Advance, the period from and including the Effective Date (pursuant to the 2022 Amending and RestatingAgreement) to and including the date which is 15 days after the Closing Date (as defined in the 2022 Amending and Restating Agreement)."Balloon Amount" means the balance of the Maximum Loan Amount which is outstanding on the Termination Date."Break Costs" means the amount (if any) by which:(a)the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or an Unpaid Sum to the lastday of the current Interest Period in respect of the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that InterestPeriod; exceeds:(b)the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leadingbank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current InterestPeriod. "Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York, Oslo and Paris."Cash" means:(a)cash in hand legally and beneficially owned by the Guarantor on a consolidated basis; and Page 7 of 120(b)cash deposits legally and beneficially owned by the Guarantor on a consolidated basis and which are deposited with (i) the Agent (ii) any other deposit takinginstitution having a rating of at least A from Standard & Poor's Rating Services or the equivalent with any other principal credit rating agency in the United States ofAmerica or Europe or (iii) any other bank or financial institution approved by the Agent, which in each case: (i)is free from any Encumbrance, other than pursuant to the Security Documents; (ii)is otherwise at the free and unrestricted disposal of the Guarantor on a consolidated basis; and in the case of cash in hand or cash deposits held by the Guarantor on a consolidated basis, is (in the opinion of the Agent, upon such documents and evidence as the Agentmay require the Borrower to provide in order to form the basis of such opinion) capable or, upon the occurrence of an Event of Default under this Agreement, would becomecapable of being paid without restriction to a Security Party within three (3) Business Days of its request or demand therefore either by way of a dividend or by way of agranting or repayment of an intra-group loan."Cash Equivalents" means:(a)any investments in marketable debt obligations issued or guaranteed by (i) a government or (ii) an instrumentality or agency of a government and in respect of (i) and(ii) having a short-term credit rating of either A-1 or higher by Standard & Poor's Rating Services or the equivalent with any other principal credit rating agency in theUnited States of America or Europe, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security; (b)commercial paper (debt obligations) not convertible or exchangeable to any other security; (i)for which a recognised trading market exists; (ii)which is issued by an issuer incorporated in the United States of America, the United Kingdom or Norway; (iii)which matures within one year after the relevant date of calculation; and (iv)which has a short-term credit rating of at least A-1 or higher by Standard & Poor's Rating Services or the equivalent with any other principal credit ratingagency in the United States of America or Europe; (c)any investment in money market funds which: (i)have a short-term credit rating of either A-1 or higher by Standard & Poor's Rating Services or the equivalent with any other principal credit rating agencyin the United States of America or Europe; (ii)invest substantially all their assets in securities of the types described in paragraphs (a) to (b) above; and (iii)can be turned into Cash on not more than 5 Business Days' notice; or Page 8 of 120(d)any other debt security approved by the Agent (acting on the instruction of the Majority Lenders), in each case, to which the Guarantor on a consolidated basis is beneficially entitled at that time and which is not issued or guaranteed by the Guarantor on a consolidated basisor subject to any Encumbrance and in the case of Cash Equivalents held by the Guarantor on a consolidated basis, is (in the opinion of the Agent, upon such documents andevidence as the Agent may require the Borrower to provide in order to form the basis of such opinion) capable or, upon the occurrence of an Event of Default under thisAgreement, would become capable of being converted into cash and paid without restriction to a Security Party within 10 Business Days of its request or demand therefore,either by way of a dividend or by way of a granting or repayment of an intra-group loan."Central Bank Rate" means:(a)The short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time; or (b)if that target is not a single figure, the arithmetic mean of: (i)the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York;and (ii)the lower bound of that target range. "Central Bank Rate Adjustment" means, in relation to any US Government Securities Banking Day, the 20 per cent. trimmed arithmetic mean of the difference (expressed as apercentage rate per annum) calculated by the Agent (or by any other Finance Party which agrees to do so in place of the Agent) for the five most immediately precedingconsecutive US Government Securities Banking Day for which the Term SOFR for the relevant length of Interest Period was available, between: (A)the SOFR for such US Government Securities Banking Days; and (b)the Central Bank Rate prevailing at close of business on such US Government Securities Banking Days. "Charged Property" means all of the assets of the Security Parties which from time to time are, or are expressed to be, the subject of the Security Documents."Charter" means, in respect of the Vessel, an Acceptable Charter and any other time charter having a duration of 24 months or more which is entered into in respect of theVessel."Code" means the US Internal Revenue Code of 1986."Commercial Manager" means DHT Management AS, a company incorporated under the laws of Norway with its registered office at Haakon VII's gate 1, 0161 Oslo, Norwayand DHT Ship Management (Singapore) Pte. Ltd, a company incorporated under the laws of Singapore with its registered office at 163 Tras Street#03-01 Lian Huat Building,Singapore or any of that other Subsidiary of the Guarantor.Page 9 of 120"Commitment" means:(a)in relation to an Original Lender, the amount set opposite its name under the heading "Commitment" in Schedule 1 (The Original Lenders) and the amount of anyother Commitment transferred to it under this Agreement; and (b)in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement."Compliance Certificate" means a certificate substantially in the form set out in Schedule 4 (Form of Compliance Certificate)."Confidential Information" means all information relating to any Security Party, any other member of the Group, the Finance Documents or the Loan of which a Finance Partybecomes aware in its capacity as, or for the purpose of becoming, a Finance Party which is received by a Finance Party in relation to, or for the purpose of becoming a FinanceParty under, the Finance Documents or the Loan from either:(a)any Security Party , any other member of the Group or any of its advisers; or (b)another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Security Party, any other member of the Group or any of itsadvisers, 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 isderived or copied from such information but excludes information that:(i)is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 35 (Confidentiality); or (ii)is identified in writing at the time of delivery as non-confidential by any Security Party ,any other member of the Group or any of its advisers; or (iii)is known by that Finance Party before the date the information is disclosed to it in accordance with (a) or (b) or is lawfully obtained by that Finance Party after thatdate, from a source which is, as far as that Finance Party is aware, unconnected with any Security Party or any other member of the Group and which, in either case,as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality. "Confidentiality Undertaking" means a confidentiality undertaking substantially in a recommended form of the Loan Market Association at the relevant time.Page 10 of 120"Confirmation" means a Confirmation exchanged or deemed to be exchanged between the Swap Provider and the Borrower as contemplated by the Master Agreement."Credit Support Document" means any document described as such in the Master Agreement and any other document referred to in any such document which has the effectof creating security in favour of any of the Finance Parties."Credit Support Provider" means any person (other than the Borrower) described as such in the Master Agreement."Current Assets" means the aggregate of all cash, inventory, work in progress, trade and other receivables including prepayments in relation to operating items and sundrydebtors expected to be realised within twelve months from the date of computation in accordance with the latest published audited consolidated balance sheet or the latestpublished interim consolidated balance sheet of the Guarantor as delivered pursuant to Clause 19.1 (Financial statements), but excluding amounts in respect of:(i)receivables in relation to Tax; (ii)exceptional items and other non-operating items; and (iii)insurance claims. "Current Liabilities" means the aggregate of all liabilities (including trade creditors, accruals and provisions) expected to be settled within twelve months from the date ofcomputation in accordance with the latest published audited consolidated balance sheet or the latest published interim consolidated balance sheet of the Guarantor asdelivered pursuant to Clause 19.1 (Financial statements), however excluding the current portion of long term debt maturing 6 Months or more after the date of computation aswell as excluding any balloon instalments under any financing arrangement."Deeds of Covenants" means the deeds of covenants referred to in Clause 16.1(c) (Security Documents)."Default" means an Event of Default or any event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination underthe Finance Documents or any combination of any of the foregoing) be an Event of Default."Defaulting Lender" means any Lender:(a)which has failed to make its participation in the Loan available (or has notified the Agent or the Borrower (which has notified the Agent) that it will not make itsparticipation in the Loan available) by the Effective Date; or (b)which has otherwise rescinded or repudiated a Finance Document; or (c)with respect to which an Insolvency Event has occurred and is continuing, unless, in the case of (a):Page 11 of 120(i)its failure to pay is caused by: (A)administrative or technical error; or (B)a Disruption Event; and payment is made within five Business Days of its due date; or(ii)the Lender is disputing in good faith whether it is contractually obliged to make the payment in question. "Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Agent."Disruption Event" means either or both of:(a)a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments tobe made in connection with the Loan (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is notcaused by, and is beyond the control of, any of the Parties; or (b)the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventingthat, or any other Party: (i)from performing its payment obligations under the Finance Documents; or(ii)from communicating with other Parties in accordance with the terms of the Finance Documents, and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted."DOC" means, in relation to the ISM Company, a valid Document of Compliance issued for the ISM Company by the Administration under paragraph 13.2 of the ISM Code."Drawdown Date" means the date on which the Additional Advance is advanced under Clause 4 (Additional Advance)."Drawdown Request" means a notice substantially in the form set out in Schedule 2 (Drawdown Request)."Earnings" means all hires, freights, pool income and other sums payable to or for the account of the Borrower in respect of the Vessel including (without limitation) allremuneration for salvage and towage services, demurrage and detention moneys, contributions in general average, compensation in respect of any requisition for hire, anddamages and other payments (whether awarded by any court or arbitral tribunal or by agreement or otherwise) for breach, termination or variation of any contract for theoperation, employment or use of the Vessel, including without limitation, any Charter.Page 12 of 120"Earnings Account" means the bank account held in the name of the Borrower with the Account Holder and designated "DHT TIGER - Earnings Account"."Effective Date" has the meaning given to such term in the 2022 Amending and Restating Agreement."Effective Date Notice" means the notice in the form attached at Schedule 2 to the 2022 Amending and Restating Agreement."Encumbrance" means a mortgage, charge, assignment, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangementhaving a similar effect."Environmental Approval" means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws."Environmental Claim" means any claim, proceeding, formal notice or investigation by any governmental, judicial or regulatory authority or any other person which arises outof an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, "claim" includes a claim for damages,compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to theforegoing; 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, includingthe arrest or attachment of any asset."Environmental Incident" means:(a)any release, emission, spill or discharge into the Vessel or into or upon the air, sea, land or soils (including the seabed) or surface water of Environmentally SensitiveMaterial within or from the Vessel; or (b)any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) orsurface water from a vessel other than the Vessel and which involves a collision between the Vessel and such other vessel or some other incident of navigation oroperation, in either case, in connection with which the Vessel is actually or potentially liable to be arrested, attached, detained or injuncted and/or the Vessel and/orany Security Party and/or any operator or manager of the Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or (c)any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed)or surface water otherwise than from the Vessel and in connection with which the Vessel is actually or potentially liable to be arrested and/or where any Security Partyand/or any operator or manager of the Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with anEnvironmental Approval. Page 13 of 120"Environmental Law" means any present or future law or regulation relating to pollution or protection of human health or the environment, to conditions in the workplace, tothe carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally SensitiveMaterial."Environmentally Sensitive Material" means and includes all contaminants, oil, oil products, toxic substances and any other substance (including any chemical, gas or otherhazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous."Equity Ratio" means the ratio, expressed as a percentage, of Value Adjusted Tangible Net Worth to Value Adjusted Total Assets."Event of Default" means any event or circumstance specified as such in Clause 22 (Events of Default)."Excess Values" means the positive or negative (as the case may be) difference between:(i)the Fair Market Value (in respect of the Vessel) or the market value as established in accordance with the procedure described in the definition of "Fair Market Value"(in respect of other vessels); and (ii)the book value of the Vessel. "Existing Indebtedness" means all amounts outstanding and owing to the Existing Lender as at the Effective Date under an originally USD90 million loan agreement dated 22June 2015 (as amended from time to time), made between, inter alia, the Borrower and the Existing Lender, (being, as at the Effective Date, USD33,109,027.88 plus interestthereon)."Existing Lender" means Crédit Agricole Corporate and Investment Bank."Facility Office" means (i) in respect of a Lender listed in Schedule 1, the address indicated by the name of that Lender in Schedule 1 and (ii) in all other cases, the office oroffices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as theoffice or offices through which it will perform its obligations under this Agreement."Facility Period" means the period beginning on the Effective Date and ending on the date when the whole of the Indebtedness has been paid in full and the Security Partieshave ceased to be under any further actual or contingent liability to the Finance Parties under or in connection with the Finance Documents."Fair Market Value" means the value of the Vessel conclusively determined by one, or, if so requested by the Agent, two Approved Shipbrokers appointed by the Borrower(or, if two such valuations are requested, one appointed by the Borrower and one appointed by the Agent) on the basis of a charter-free sale for prompt delivery for cash atarm's length on normal commercial terms as between a willing seller and a willing buyer and evidenced by a valuation of the Vessel from each such Approved Shipbrokeraddressed to the Agent certifying a value for the Vessel. In the event that two valuations are requested by the Agent the value for the Vessel shall be the average of the twovaluations so obtained.Page 14 of 120"FATCA" means:(a)sections 1471 to 1474 of the Code or any associated regulations; (b)any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case)facilitates the implementation of any law or regulation referred to in (a); or (c)any agreement pursuant to the implementation of any treaty, law or regulation referred to in (a) or (b) with the US Internal Revenue Service, the US government or anygovernmental or taxation authority in any other jurisdiction. "FATCA Application Date" means:(a)in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sourceswithin the US), 1 July 2014; (b)in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a typethat can produce interest from sources within the US), 1 January 2017; or (c)in relation to a "passthru payment" described in section 147l(d)(7) of the Code not falling within (a) or (b), 1 January 2017, or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after theEffective Date."FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA."FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction."Fee Letter" means any letter or letters dated on or about the Effective Date between the Agent and the Borrower setting out any of the fees referred to in Clause 10 (Fees)."Finance Documents" means this Agreement, the Master Agreement, the Security Documents, the Fee Letter and any other document designated as such by the Agent andthe Borrower and "Finance Document" means any one of them."Finance Parties" means the Agent, the Security Agent, the Swap Provider and the Lenders and "Finance Party" means any one of them.Page 15 of 120"Financial Indebtedness" means any indebtedness for or in respect of:(a)moneys borrowed; (b)any amount raised by acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent); (c)any amount raised pursuant to any note purchase facility or the issue of bonds, nates, debentures, loan stock or any similar instrument; (d)the amount of any liability in respect of any lease or hire purchase contract which would in accordance with GAAP be treated as a finance or capital lease; (e)receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); (f)any amount raised under any other transaction (including any forward sale of purchase agreement) of a type not referred to in any other paragraph of this definitionhaving the commercial effect of a borrowing; (g)any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result ofthe termination or close-out of that Treasury Transaction, that amount) shall be taken into account); (h)any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financialinstitution; (i)the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in (a) to (h). "Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 9.4 (Cost of Funds)."GAAP" means generally accepted accounting principles including IFRS."Group" means the Guarantor and each of the Subsidiaries for the time being."Guarantee" means the guarantee and indemnity of the Guarantor contained in Clause 17 (Guarantee and Indemnity) and referred to in Clause 16.1(a) (Security Documents)."Holding Company" means, in relation to a person, any other person in respect of which it is a Subsidiary."IAPPC" means a valid international air pollution prevention certificate for the Vessel issued under Annex VI.Page 16 of 120"IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements."Indebtedness" means the aggregate from time to time of the amount of the Loan outstanding, all accrued and unpaid interest on the Loan and all other present and futureobligations and liabilities, (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Obligor to any Secured Party underor in connection with the Loan Agreement, the Master Agreement and under all or any of the Finance Documents."Insolvency Event" in relation to an entity means that the entity:(a)is dissolved (other than pursuant to a consolidation, amalgamation or merger); (b)becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (c)makes a general assignment, arrangement or composition with or for the benefit of its creditors; (d)institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in thejurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or anyother relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it orsuch regulator, supervisor or similar official; (e)has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar lawaffecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presentedagainst it, such proceeding or petition is instituted or presented by a person or entity not described in (d) and: (i)results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or (ii)is not dismissed, discharged, stayed or restrained in each case within 60 days of the institution or presentation thereof; (f)has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (g)seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for allor substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, oris made, by a person or entity described in (d)); Page 17 of 120(h)has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforcedor sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed orrestrained, in each case within 30 days thereafter; (i)causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in (a)to (h); or takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts."Insurances" means all policies and contracts of insurance (including all entries in protection and indemnity or war risks associations) which are from time to time taken out orentered into in respect of or in connection with the Vessel or her increased value or her Earnings and (where the context permits) all benefits under such contracts and policies,including all claims of any nature and returns of premium."Interest Payment Date" means each date for the payment of interest in accordance with Clause 7.2 (Payment of interest)."Interest Period" means each period determined in accordance with Clause 8 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance withClause 7.3 (Default interest)."Interpolated Term SOFR" means, in relation to the Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linearbasis between: (a)either: (i)the applicable Term SOFR (as of the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of theLoan; or (ii)if no such Term SOFR is available for a period which is less than the Interest Period of the Loan, SOFR for the day which is two US Government SecuritiesBusiness Days before the Quotation Day; and (b)the applicable Term SOFR (as of the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan. "ISM Code" means the International Management Code for the Safe Operation of Ships and for Pollution Prevention."ISM Company" means, at any given time, the company responsible for the Vessel's compliance with the ISM Code under paragraph 1.1.2 of the ISM Code.Page 18 of 120"ISPS Code" means the International Ship and Port Facility Security Code."ISSC" means a valid international ship security certificate for the Vessel issued under the ISPS Code."Legal Opinion" means any legal opinion delivered to the Agent under Schedule 1 of the 2022 Amending and Restating Agreement (Conditions Precedent)."Legal Reservations" means:(a)the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency,reorganisation and other laws generally affecting the rights of creditors; (b)the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UKstamp duty may be void and defences of set-off or counterclaim; and (c)similar principles, rights and defences under the laws of any Relevant Jurisdiction; and any other matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions."Lender" means:(a)any Original Lender; and (b)any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 23 (Changes to the Lenders), which in each case has not ceased to be a Lender in accordance with the terms of this Agreement."Limitation Acts" means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984."Loan" means the aggregate amount of the Loans advanced by the Lenders to the Borrower under Clause 2 (The Loan) or, where the context permits, the principal amount ofthe Loans advanced and for the time being outstanding."Majority Lenders" means a Lender or Lenders whose Commitments aggregate more than 662/3% of the Total Commitments (or, if the Total Commitments have been reducedto zero, aggregated more than 662/3% of the Total Commitments immediately prior to the reduction)."Management Agreements" means:Page 19 of 120(a)the master services agreement for the administrative and commercial management of the Vessel dated 1 January 2020 (as supplemented by addendum no. 1 theretodated 21 December 2020) between, among others, the Guarantor, the Borrower and DHT Management SAM; and (b)the administrative and commercial services agreement dated 1 November 2019 between DHT Management SAM and DHT Management AS; and (c)the ship management agreement dated 16 September 2015 for the technical management of the Vessel between the Borrower and the Technical Manager. "Managers" means:(a)in relation to the commercial management of the Vessel, the Commercial Manager; and (b)in relation to the technical management of the Vessel, the Technical Manager, or, in either case, such other commercial and/or technical managers of the Vessel nominated by the Borrower as the Agent may approve (such approval not to be unreasonablywithheld where any such other managers have agreed to enter into subordination undertakings in favour of the Security Agent)."Managers' Undertakings" means the written undertakings of the Managers whereby, throughout the Facility Period unless otherwise agreed by the Agent:(a)they will remain the commercial or technical managers of the Vessel (as the case may be); and (b)they will not, without the prior written consent of the Agent (such consent not to be unreasonably withheld), subcontract or delegate the commercial or technicalmanagement of the Vessel (as the case may be) to any third party (c)the interests of the Managers in the Insurances will be assigned to the Security Agent with first priority; and (d)(following the occurrence of an Event of Default which is continuing) all claims of the Managers against the Borrower shall be subordinated to the claims of theFinance Parties under the Finance Documents. "Margin" means two point zero five per cent (2.05%) per annum."Market Disruption Rate" means the Reference Rate."Master Agreement" means the New Master Agreement (as defined in the 2022 Amending and Restating Agreement) (or any other form of master agreement relating tointerest or currency exchange transactions) entered into between the Swap Provider and the Borrower during the Facility Period, including each Schedule to any MasterAgreement and each Confirmation exchanged under any Master Agreement.Page 20 of 120"Master Agreement Proceeds" means any and all sums due and payable to the Borrower or any of them under the Master Agreement following an Early Termination Date(subject always to all rights of netting and set-off contained in the Master Agreement) and all rights to require and enforce the payment of those sums."Master Agreement Proceeds Charge" means the deed of charge referred to in Clause 16.1(g) (Security Documents)."Material Adverse Effect" means in the reasonable opinion of the Majority Lenders a material adverse effect on:(a)the business, operations, property, condition (financial or otherwise) or prospects of any Security Party; or (b)the ability of any Security Party to perform its obligations under any Finance Document; or (c)the validity or enforceability of, or the effectiveness or ranking of any Encumbrance granted or purporting to be granted pursuant to any of, the Finance Documentsor the rights or remedies of any Finance Party under any of the Finance Documents. "Maximum Loan Amount" means an amount equal to whichever is the lesser of (i) USD37,500,000 and (ii) 50% of the Fair Market Value of the Vessel as at the Effective Date (asdetermined in accordance with Schedule 1 para 5 of the 2022 Amending and Restating Agreement)."Mortgages" means the first and second preferred and/or priority statutory mortgages referred to in Clause 16.1(c) (Security Documents) together where applicable with theDeeds of Covenants and "Mortgage" means any one of them."New Lender" has the meaning given to that term in Clause 23.1 (Assignments and transfers by the Lenders)."New Security Document" has the meaning given to that term in the 2022 Amending and Restating Agreement."Original Financial Statements" means the audited consolidated financial statements of the Guarantor for the financial year ended 2021."Party" means a party to this Agreement."Permitted Encumbrance" means:(a)any Encumbrance which has the prior written approval of the Agent; (b)any Encumbrance arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by a Security Party; Page 21 of 120(c)any liens for current crews' wages and salvage and liens incurred in the ordinary course of trading the Vessel up to an aggregate amount at any time not exceeding$1,000,000. "Poseidon Principles" means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published in June 2019 as the samemay be amended or replaced (to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International MaritimeOrganization) from time to time. "Prohibited Person" means any person that (a) is, or is, directly or indirectly, owned or controlled (as such terms are defined by the relevant Sanctions Authority) by, or actingon behalf of, one or more persons or entities on any list of designated or restricted persons or entities maintained by a Sanctions Authority; (b) is resident in or incorporatedunder the laws of a Sanctioned Country; or (c) is otherwise the target or subject of Sanctions. "Quotation Day" means, in relation to any period for which an interest rate is to be determined, two US Government Securities Business Days before the first day of that period(unless market practice differs in the relevant syndicated loan market, in which case the Quotation Day will be determined by the Agent in accordance with that market practice(and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days)). "Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property."Reference Rate" means, in relation to the Loan: (a)the applicable Term SOFR as of the Quotation Day and for a period equal in length to the Interest Period of the Loan; or (b)as otherwise determined pursuant to Clause 9.1 (Absence of Quotations), and if, in either case, that rate is less than zero, the Reference Rate shall be deemed to be zero. "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, ifit 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 orinvestment adviser of the first fund."Relevant Documents" means the Finance Documents, any Charters, the Management Agreements and each Security Party's constitutional documents."Relevant Jurisdiction" means, in relation to a Security Party:(a)its Original Jurisdiction; (b)any jurisdiction where any asset subject to or intended to be subject to a Security Document to be executed by it is situated; Page 22 of 120(c)any jurisdiction where it conducts its business; and (d)the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it. "Relevant Percentage" means one hundred and thirty five per cent (135%)."Repayment Date" means the date for payment of any Repayment Instalment in accordance with Clause 5 (Repayment)."Repayment Instalment" means any instalment of the Loan to be repaid by the Borrower under Clause 5 (Repayment)."Repeating Representations" means each of the representations set out in Clause 18.1.1 (Status) to Clause 18.1.6 (Governing law and enforcement), Clause 18.1.10 (Nodefault) to Clause 18.1.19 (Pari passu ranking) and Clauses 18.1.24 (Money Laundering) and 18.1.25 (Sanctions)."Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian."Requisition Compensation" means all compensation or other money which may from time to time be payable to the Borrower as a result of the Vessel being requisitioned fortitle or in any other way compulsorily acquired (other than by way of requisition for hire)."Retention Account" means the bank account held in the name of the Borrower with the Account Holder and designated "DHT TIGER - Retention Account"."Sanctions " means any economic, financial or trade sanctions laws, regulations, embargoes or other restrictive measures adopted, administered, enacted or enforced by: (a)the United States of America; (b) the United Nations; (c) the European Union (or any of its member states); (d) the United Kingdom; or (e) the respective institutions andagencies of any of the foregoing including the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the United States Department of State, theUnited States Department of Commerce, the French Treasury and His Majesty’s Treasury (each a “Sanctions Authority”)“Sanctioned Country” means any country or territory which is, or whose government is, the target of country wide or territory wide Sanctions. "Secured Parties" means each Finance Party from time to time party to this Agreement and any Receiver or Delegate."Security Cover Ratio" means x 100% where:A = the Fair Market Value of the Vessel; andPage 23 of 120B = the amount of the Loan then outstanding and the amount certified by the Swap Provider to be the amount which would be payable by the Borrower to the Swap Providerunder the Master Agreement if an Early Termination Date were to occur at that time."Security Documents" means the Guarantee, the Share Pledges, the Mortgages, the Assignments, the Account Security Deed, the Master Agreement Proceeds Charge, theManagers' Undertakings, each New Security Document and any other Credit Support Documents or (where the context permits) any one or more of them, and any otheragreement or document which may at any time be executed by any person as security for the payment of all or any part of the Indebtedness and "Security Document" meansany one of them."Security Parties" means the Borrower, the Guarantor, the Managers, any other Credit Support Provider, and any other person who may at any time during the Facility Periodbe liable for, or provide security for, all or any part of the Indebtedness, and "Security Party" means any one of them."Share Pledges" means the charge of the issued share capital of the Borrower referred to in Clause 16.1(b) (Security Documents)."SMC" means a valid safety management certificate issued for the Vessel by or on behalf of the Administration under paragraph 13.7 of the ISM Code."SOFR" means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administrationof that rate) published (before any correction, recalculation or republication by the administrator) by the Federal Reserve Bank of New York (or any other person which takesover the publication of that rate)."Statement of Compliance" means a statement of compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI. "Subsidiary" means a subsidiary within the meaning of section 1159 of the Companies Act 2006."Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay orany delay in paying any of the same)."Technical Manager" means Goodwood Ship Management Pte. Ltd., a company incorporated under the laws of Singapore with its registered office at 20 Science Park Road,#02-34/36 Tele Tech ParkSingapore 117674 or any Subsidiary of the Guarantor."Term SOFR" means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration ofthat rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by CME Group Benchmark Administration Limited (orany other person which takes over the publication of that rate). Page 24 of 120"Termination Date" means the earlier to occur of (i) the date falling seventy-two (72) months after the Effective Date and (ii) 16 December 2028."Total Commitments" means the aggregate of the Commitments."Total Interest Bearing Debt" means all interest bearing debt of the Guarantor as shown in the latest published audited consolidated balance sheet or the latest publishedinterim consolidated balance sheet of the Guarantor as delivered pursuant to Clause 19.1 (Financial statements)."Total Loss" means:(a)an actual, constructive, arranged, agreed or compromised total loss of the Vessel; or (b)the requisition for title or compulsory acquisition of the Vessel by any government or other competent authority (other than by way of requisition for hire); or (c)the capture, seizure, arrest, detention, hijacking, theft, condemnation as prize, confiscation or forfeiture of the Vessel (not falling within (b)), unless the Vessel isreleased and returned to the possession of the Borrower within six months after the capture, seizure, arrest, detention, hijacking, theft, condemnation as prize,confiscation or forfeiture in question. "Total Loss Date" means:(a)in the case of an actual Total Loss of the Vessel, the date on which it occurred or, if that is unknown, the date when the Vessel was last heard of; (b)in the case of a constructive, compromised, agreed or arranged Total Loss of the Vessel, the earlier of: (i) the date on which a notice of abandonment is given to theinsurers (provided a claim for total loss is admitted by such insurers) or, if such insurers do not forthwith admit such a claim, at the date at which either a Total Loss issubsequently admitted by the insurers or a Total Loss is subsequently adjudged by a competent court of law or arbitration panel to have occurred or, if earlier, thedate falling six (6) months after notice of abandonment of the Vessel was given to the insurers; and (ii) the date of compromise, arrangement or agreement made by oron behalf of the Borrower with the Vessel's insurers in which the insurers agree to treat the Vessel as a Total Loss; or (c)in the case of any other type of Total Loss, on the date (or the most likely date) on which it appears to the Agent from the evidence available to it that the eventconstituting the Total Loss occurred. "Transfer Certificate" means a certificate substantially in the form set out in Schedule 3 (Form of Transfer Certificate) or any other form agreed between the Agent and theBorrower."Transfer Date" means, in relation to an assignment or a transfer, the later of:Page 25 of 120(a)the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and (b)the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate. "Treasury Transaction" means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price."Trust Property" means:(a)all benefits derived by the Security Agent from Clause 16 (Security and Application of Moneys); and (b)all benefits arising under (including, without limitation, all proceeds of the enforcement of) each of the Security Documents, with the exception of any benefits arising solely for the benefit of the Security Agent."Unpaid Sum" means any sum due and payable but unpaid by any Security Party under the Finance Documents."US" means the United States of America."US Government Securities Business Day" means any day other than:(a)a Saturday or a Sunday; and (b)a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of itsmembers be closed for the entire day for purposes of trading in US Government securities. "US Tax Obligor" means:(a)a Security Party which is resident for tax purposes in the US; or (b)a Security Party same or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes. "Value Adjusted Tangible Net Worth" means Value Adjusted Total Assets, less the value of all liabilities and intangible assets as determined by GAAP."Value Adjusted Total Assets" means the total book value of all the assets of the Guarantor as shown in the latest published audited consolidated balance sheet or the latestpublished interim consolidated balance sheet of the Guarantor as delivered pursuant to Clause 19.1 (Financial statements) which would, in accordance with GAAP, beclassified as assets of the Guarantor, adjusted with any Excess Values.Page 26 of 120"VAT" means:(a)any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and (b)any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in (a), orimposed elsewhere. "Vessel" means the 300,000 dwt VLCC named "DHT Tiger" currently registered under Hong Kong flag in the name of the Borrower and having IMO number (9733959)."Working Capital" means, on any date, Current Assets less Current Liabilities.1.2Construction Unless a contrary indication appears, any reference in this Agreement to:(a)any "Lender", any "Borrower", the "Guarantor", the "Agent", the "Swap Provider", any "Secured Party", the "Security Agent", any "Finance Party" or any"Party" shall be construed so as to include its successors in title, permitted assignees and permitted transferees; (b)"assets" includes present and future properties, revenues and rights of every description; (c)a "Finance Document", a "Security Document", a "Relevant Document" or any other document is a reference to that Finance Document, Security Document,Relevant Document or other document as amended, novated, supplemented, extended or restated from time to time; (d)a "group of Lenders" includes all the Lenders; (e)"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual orcontingent; (f)a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium orpartnership or other entity (whether or not having separate legal personality); (g)a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental orsupranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation; (h)a provision of law is a reference to that provision as amended or re-enacted from time to time; and (i)a time of day (unless otherwise specified) is a reference to London time. Page 27 of 1201.3Headings Section, Clause and Schedule headings are for ease of reference only. 1.4Defined terms Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the samemeaning in that Finance Document or notice as in this Agreement.1.5Default A Default (other than an Event of Default) is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been waived.1.6Currency symbols and definitions "$", "USD" and "dollars" denote the lawful currency of the United States of America.1.7Third party rights A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or to enjoy the benefit of any term of thisAgreement.1.8Offer letter This Agreement supersedes the terms and conditions contained in any correspondence relating to the subject matter of this Agreement exchanged between any Finance Partyand the Borrower or their representatives before the Effective Date.SECTION 2THE LOAN2.THE LOAN 2.1Amount Subject to the terms of this Agreement, the Lenders agree to make available to the Borrower a term loan comprising the Existing Indebtedness and the Additional Advance,such amounts together being in aggregate, a principal amount not exceeding the Maximum Loan Amount. 2.2Finance Parties' rights and obligations 2.2.1The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does notaffect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the FinanceDocuments. 2.2.2The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documentsto a Finance Party from a Security Party shall be a separate and independent debt. Page 28 of 1202.2.3A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents. 3.PURPOSE 3.1Purpose The Borrower shall apply the Loan for the purpose referred to in Preliminary (B). 3.2Monitoring No Finance Party is bound to monitor or verify the application of any amount borrowed under this Agreement.SECTION 3LOAN UTILISATION 4.ADDITIONAL ADVANCE As at the Effective Date, except for the Additional Advance, and subject to the Agent having issued the Effective Date Notice, the Loan under this Agreement is (and shall bedeemed, as at the Effective Date, to be) fully drawn by the Borrower in an amount equal to the Existing Indebtedness and is no longer available for utilisation 4.1Delivery of a Drawdown Request Following the Effective Date, the Borrower may request the Additional Advance to be advanced by delivery to the Agent of a duly completed Drawdown Request not morethan fifteen and not fewer than two Business Days before the proposed Drawdown Date. 4.2Completion of a Drawdown Request A Drawdown Request is irrevocable and will not be regarded as having been duly completed unless: 4.2.1it is signed by an authorised signatory of the Borrower; 4.2.2the proposed Drawdown Date is a Business Day within the Availability Period; and 4.2.3the proposed Interest Period complies with Clause 8 (Interest Periods). 4.3Lenders' participation 4.3.1Subject to Clauses 2 (The Loan) and 3 (Purpose) of this Agreement and clause 3 (Conditions Precedent) 0f the 2022 Amending and Restating Agreement, each Lender shallmake its participation in the Additional Advance available by the Drawdown Date through its Facility Office. 4.3.2The amount of each Lender's participation in the Additional Advance will be equal to the proportion borne by its Commitment to the Total Commitments. Page 29 of 1204.4Cancellation of Additional Advance To the extent that the Additional Advance is unutilised at the end of the Availability Period, the amount of the Total Commitments shall be reduced by the amount of theAdditional Advance and such amount so reduced shall be cancelled. Page 30 of 120SECTION 4REPAYMENT, PREPAYMENT AND CANCELLATION5.REPAYMENT 5.1Consolidation of the Additional Advance Following the advance of the Additional Advance, on and from the Drawdown Date, repayment of the Additional Advance shall be consolidated with the remainder of theLoan such that Repayment Dates for the Additional Advance and for the remainder of the Loan shall run concurrently. 5.2Repayment of the Loan The Borrower agrees to repay the Loan to the Agent for the account of the Lenders by equal consecutive quarterly instalments each in the sum of USD625,000.00 with the firstsuch instalment falling due on the date which is three calendar months after the Effective Date and with subsequent instalments falling due at consecutive intervals of threecalendar months thereafter with the final instalment and the Balloon Amount falling due on the Termination Date. 5.3Reborrowing The Borrower may not reborrow any part of the Loan which is repaid or prepaid.6.ILLEGALITY, PREPAYMENT AND CANCELLATION 6.1Illegality If it becomes unlawful in any jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the Loan orit becomes unlawful for any Affiliate of a Lender for that Lender to do so:(a)that Lender shall promptly notify the Agent upon becoming aware of that event; (b)upon the Agent notifying the Borrower in writing, the Commitment of that Lender will be immediately cancelled; and (c)the Borrower shall repay (i) that Lender's participation in the Loan on the last day of its current Interest Period or, if earlier, the date specified by that Lender in thenotice delivered to the Agent and notified by the Agent to the Borrower (being no earlier than the last day of any applicable grace period permitted by law) and (ii)any amounts then due and payable under the Master Agreement as a result of such repayment and in this regard the Swap Provider shall close out the relevantTreasury Transaction in relation to the portion of the Loan which is repaid and advise the Borrower of the amounts so due and payable. 6.2Voluntary prepayment of the Loan The Borrower may prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the Loan by an amount which is an integral multiple of $1,000,000subject as follows:Page 31 of 120(a)they give the Agent not less than ten (10) Business Days' (or such shorter period as the Majority Lenders may agree) prior notice; (b)they pay to the Agent any amounts due and payable as specified in Clause 6.6 (Restrictions) and, any amounts then due and payable under the Master Agreementas a result of such voluntary prepayment and in this regard the Swap Provider shall close out the relevant Treasury Transaction in relation to the portion of the Loanwhich is prepaid and advise the Borrower of the amounts so due and payable; and (c)any prepayment under this Clause 6.2 shall be applied in prepayment of the remaining Repayment Instalments and the Balloon Amount on a pro rata basis. 6.3Right of cancellation and prepayment in relation to a single Lender 6.3.1If: (a)any sum payable to any Lender by the Borrower is required to be increased under Clause 11.2(b) (Tax gross-up); or (b)any Lender claims indemnification from the Borrower under Clause 11.3 (Tax indemnity) or Clause 12.1 (Increased costs), the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of theCommitment(s) of that Lender and their intention to procure the repayment of that Lender's participation in the Loan.6.3.2On receipt of a notice referred to in Clause 6.3.1 in relation to a Lender, the Commitment(s) of that Lender shall immediately be reduced to zero. 6.3.3On the last day of the Interest Period in respect of the Loan which ends after the Borrower has given notice under Clause 6.3.1 in relation to a Lender (or, if earlier, the datespecified by the Borrower in that notice), the Borrower shall repay (i) that Lender's participation in the Loan together with all interest and other amounts accrued under theFinance Documents and (ii) any amounts then due and payable under the Master Agreement as a result of such repayment and in this regard the Swap Provider shall close outthe relevant Treasury Transaction in relation to the portion of the Loan which is repaid and advise the Borrower of the amounts so due and payable. 6.4Mandatory prepayment on sale or Total Loss If the Vessel is sold by the Borrower or becomes a Total Loss, the Borrower shall, simultaneously with the completion of any such sale or on the earlier of the date falling 120days after the relevant Total Loss Date and the date on which the proceeds of the Total Loss are realised, prepay the whole of the Loan then outstanding together with anyamounts due and payable under the Master Agreement as a result of such mandatory prepayment and in this regard the Swap Provider will close out the relevant TreasuryTransaction. 6.5Right of cancellation in relation to a Defaulting Lender If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 5 Business Days' notice ofcancellation of the Commitment of that Lender. On that notice becoming effective, the Commitment of the Defaulting Lender shall immediately be reduced to zero. The Agentshall as soon as practicable after receipt of that notice notify all the Lenders.Page 32 of 1206.6Restrictions 6.6.1Any notice of prepayment or cancellation given under this Clause 6 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date ordates upon which the relevant prepayment or cancellation is to be made and the amount of that prepayment or cancellation. 6.6.2Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs and subject to Clause 6.2(Voluntary prepayment of the Loan) and Clause 6.4 (Mandatory prepayment on sale or Total Loss), without premium or penalty. 6.6.3The Borrower shall not repay, prepay or cancel all or any part of the Loan except at the times and in the manner expressly provided for in this Agreement. 6.6.4No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. 6.6.5If the Agent receives a notice under this Clause 6 it shall promptly forward a copy of that notice to the Borrower or the affected Lender, as appropriate. 6.7Master Agreement For the avoidance of doubt, where pursuant to the terms of this Agreement, a Lender’s participation in the Loan is entirely prepaid or its Commitments cancelled in full orwhere a Lender ceases to be a Lender including, without limitation, pursuant to Clause 6.5 (Defaulting Lender), then that Lender (including another branch of that Lender) or itsAffiliate (if also a Swap Provider) may terminate its Master Agreement.SECTION 5COSTS OF UTILISATION7.INTEREST 7.1Calculation of interest Subject to Clause 7.5, the rate of interest on the Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:(a)Margin; and (b)Reference Rate. 7.2Payment of interest The Borrower shall pay accrued interest on the Loan on the last day of each Interest Period (and, if the Interest Period is longer than three months, on the dates falling at threemonthly intervals after the first day of the Interest Period).Page 33 of 1207.3Default interest 7.3.1If the Borrower fails to pay any amount payable by them under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to thedate of actual payment (both before and after judgment) at a rate which is two per cent per annum higher than the rate which would have been payable if the overdue amounthad, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent.Any interest accruing under this Clause 7.3 shall be immediately payable by the Borrower on demand by the Agent. 7.3.2Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amountbut will remain immediately due and payable. 7.4Notification of rates of interest The Agent shall promptly notify the relevant Lenders and the Borrower in writing of the determination of a rate of interest under this Agreement.The Agent shall promptly notify the Borrower of each Funding Rate relating to a Loan. 7.5Fixed Rate Option 7.5.1Notwithstanding any other provisions of this Clause 7 and subject to the terms of this Clause 7.5, the Borrower shall have the option to enter into one or more TreasuryTransactions under the Master Agreement to hedge their interest rate risk in respect of all or any part of the Loan by means of a fixed floating interest rate swap. If the Borrowerwishes to exercise such option they shall notify the Agent and the Swap Provider in writing not less than five (5) Business Days (or such shorter period as the Agent and theSwap Provider may agree) prior to the end of the current Interest Period applicable to the Loan of their desire to exercise such option and of the amount of the Loan which theBorrower wishes such Treasury Transaction to apply to. The Swap Provider shall enter into one or more Treasury Transactions with the Borrower pursuant to the MasterAgreement to hedge the interest rate risk for the Loan or part thereof specified by the Borrower. Where the Swap Provider enters into one or more Treasury Transactionspursuant to the Master Agreement under this Clause, the terms and conditions of each Treasury Transaction will be specified in a Confirmation sent by the Swap Provider tothe Borrower in relation to the Loan or part thereof that the Borrower wish the fixed rate to apply to. The Master Agreement shall be for a term ending on the Termination Date. 7.5.2Neither the Swap Provider nor the Borrower may terminate or close out any Treasury Transaction under the Master Agreement (in whole or in part) except: (a)in accordance with Clauses 6.1, 6.2, 6.3, 6.4 or 6.7 above; (b)in the case of termination or closing out by a Swap Provider, if the Agent serves notice under Clause 22.2 (Acceleration) or, having served notice under Clause 22.2(Acceleration), makes a demand or in case of enforcement of any Security in accordance with its terms; or (c)in the case of termination or closing out by a Swap Provider: (i)upon the occurrence of an event described in Clause 22.1.6 (Insolvency) or Clause 22.1.7 (Insolvency proceedings) of this Agreement; or Page 34 of 120(ii)in case of non-payment by the Borrower of any amount due and payable under the relevant Master Agreement (subject to any applicable grace periodprovided for under the Master Agreement).7.5.3If the Swap Provider or the Borrower terminates or closes out a Treasury Transaction in respect of the Master Agreement (in whole or in part) in accordance with this clause, itshall promptly notify the Agent of that termination or close out; 7.5.4If the Swap Provider is entitled to terminate or close out any Treasury Transaction in respect of the Master Agreement under Clause 7.5.2 above, the Swap Provider shallpromptly terminate or close out such transaction following a request to do so by the Security Agent; 7.5.5The Swap Provider may only suspend making payments under a Treasury Transaction in respect of the Master Agreement if the Borrower is in breach of its paymentobligations under any transaction in respect of that Master Agreement. 7.5.6The Swap Provider consents to, and acknowledges notice of, the charging or assigning by way of security by the Borrower pursuant to the Master Agreement ProceedsCharge of its rights under the Master Agreement to which it is party in favour of the Security Agent; 7.5.7Any such charging or assigning by way of security under any relevant Master Agreement Proceeds Charge is without prejudice to, and after giving effect to, the operation ofany set-off or payment or close-out netting in respect of any amounts owing under any Master Agreement 7.5.8The Security Agent shall not be liable for the performance of the Borrower's obligations under a Master Agreement. 7.5.9Save pursuant to the Master Agreement Proceeds Charge, the Borrower shall not assign any of its rights or transfer any of its rights or obligations under a Master Agreementwithout the consent of the Security Agent. 7.5.10For the avoidance of any doubt and notwithstanding anything to the contrary in this Agreement, the Swap Provider is not under any obligation to enter into any MasterAgreement with the Borrower and any Swap Provider may decide in its sole and absolute discretion to enter into or not enter into any Master Agreement with the Borrower. 8.INTEREST PERIODS 8.1Selection of Interest Periods The Borrower may select in a written notice to the Agent the duration of an Interest Period for the Loan subject as follows:(a)each notice is irrevocable and must be delivered to the Agent by the Borrower not later than 11.00 a.m. on the Quotation Day; (b)if the Borrower fails to give a notice in accordance with Clause 8.1(a), the relevant Interest Period will, subject to Clauses 8.2 (Interest Periods to meet RepaymentDates) and 8.3 (Non-Business Days), be three months; Page 35 of 120(c)subject to this Clause 8, the Borrower may select an Interest Period of (i) three months or any other period agreed between the Borrower and the Agent (acting on theinstructions of all the Lenders) or (ii) less than one month if necessary to ensure that the Loan has an Interest Period ending on a Repayment Date; and (d)an Interest Period shall not extend beyond the Termination Date; (e)the first Interest Period in respect of the Loan shall start on the Effective Date and shall end on the date falling three months thereafter; (f)the first Interest Period in respect of the Additional Advance shall start on the Drawdown Date and shall be consolidated with, and shall end on the same date as, thecurrent Interest Period for the remainder of the Loan and thereafter all Interest Periods shall run concurrently; and (g)each Interest Period (other than the first Interest Period and the first Interest Period in respect of the Additional Advance) in respect of the Loan shall start on the lastday of the preceding Interest Period and end on the date which numerically corresponds to the Effective Date or the last day of the preceding Interest Period in therelevant calendar month except that, if there is no numerically corresponding date in that calendar month, the Interest Period shall end on the last Business Day inthat month. 8.2Interest Periods to meet Repayment Dates If an Interest Period will expire after the next Repayment Date in respect of the Loan, there shall be a separate Interest Period for a part of the Loan equal to the RepaymentInstalment due on that next Repayment Date and that separate Interest Period shall expire on that next Repayment Date.8.3Non-Business Days If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if thereis one) or the preceding Business Day (if there is not).9.CHANGES TO THE CALCULATION OF INTEREST 9.1Absence of quotations (a)Interpolated Term SOFR: If no Term SOFR is available for the Interest Period of a Loan, the applicable Reference Rate shall be the Interpolated Term SOFR for aperiod equal in length to the Interest Period of that Loan. (b)Central Bank Rate: If no Term SOFR is available for the Interest Period of a Loan and it is not possible to calculate the Interpolated Term SOFR, the applicableReference Rate shall be the percentage rate per annum which is the aggregate of (i) the arithmetic mean of the Central Bank Rate for the days in the Interest Period ofthe Loan, provided that the Central Bank Rate applicable to the day falling five (5) days prior to the last day of the relevant Interest Period shall be deemed to be theCentral Bank Rate for the final five (5) days of that Interest Period and (ii) the applicable Central Bank Rate Adjustment. Page 36 of 1209.2Interest Calculation if no Term SOFR or Central Bank Rate If Clause 9.1(b) applies but no Central Bank Rate is available for the purpose of calculating the Reference Rate, Clause 9.4 (Cost of funds) shall apply to the Loan for therelevant Interest Period.9.3Market disruption If before close of business in London on the Quotation Day for the relevant Interest Period the Agent receives notifications from a Lender or Lenders (whose participations inthe Loan exceed 50% per cent. of the Loan) that its cost of funds relating to its participation in that Loan would be in excess of the Market Disruption Rate then Clause 9.4(Cost of funds) shall apply to that Loan for the relevant Interest Period. 9.4Cost of funds(a)If this Clause 9.4 applies, the rate of interest on each Lender's share of the Loan for the relevant Interest Period shall be the percentage rate per annum which is thesum of: (i)the applicable Margin; and (ii)the rate notified to the Agent by that Lender as soon as practicable and in any event within 2 Business Days of the first day of that Interest Period (or, ifearlier, on the date falling 2 Business Days before the date on which interest is due to be paid in respect of that Interest Period), to be that which expressesas a percentage rate per annum its cost of funds relating to its participation in that Loan. (b)If this Clause 9.4 applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirtydays) with a view to agreeing a substitute basis for determining the rate of interest. (c)Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties. 9.4.1If an alternative basis is not agreed pursuant to paragraph (b) above, the Borrower shall have the option to (i) prepay the relevant Commitment together with Break Costs andthe remaining Repayment Instalments in respect of the Loan and the Balloon Amount shall each be reduced pro rata or (ii) continue to pay interest calculated under Clause 9.3(Cost of funds). 9.5Break Costs 9.5.1The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or UnpaidSum being paid by the Borrower on a day prior to the last day of an Interest Period for the Loan or Unpaid Sum. 9.5.2Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period inwhich they become or may become payable. Page 37 of 12010.FEES 10.1Upfront fee The Borrower shall pay to the Agent (for the account of the Lenders in proportion to their Commitments) an upfront fee on the Effective Date in the amount agreed in the FeeLetter.SECTION 6ADDITIONAL PAYMENT OBLIGATIONS11.TAX GROSS UP AND INDEMNITIES 11.1Definitions In this Agreement:"Protected Party" means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received orreceivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document."Tax Credit" means a credit against, relief or remission for, or repayment of any Tax."Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction."Tax Payment" means either the increase in a payment made by a Security Party to a Finance Party under Clause 11.2 (Tax gross-up) or a payment under Clause 11.3 (Taxindemnity).Unless a contrary indication appears, in this Clause 11 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person makingthe determination. 11.2Tax gross-up The Borrower shall (and shall procure that each other Security Party shall) make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is requiredby law, subject as follows:(a)the Borrower shall promptly upon becoming aware that it or any other Security Party must make a Tax Deduction (or that there is any change in the rate or the basis ofa Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If theAgent receives such notification from a Lender it shall notify the Borrower and any such other Security Party in writing; (b)if a Tax Deduction is required by law to be made by the Borrower or any other Security Party, the amount of the payment due from the Borrower or that other SecurityParty shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no TaxDeduction had been required; Page 38 of 120(c)if the Borrower or any other Security Party is required to make a Tax Deduction, the Borrower shall (and shall procure that such other Security Party shall) make thatTax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law; (d)within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower making that Tax Deduction shall (andshall procure that such other Security Party shall) deliver to the Agent for the Finance Party entitled to the payment evidence satisfactory to that Finance Party thatthe Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority; (e)The Agent and the Lenders shall cooperate with the Borrower and the Guarantor to the extent that it is reasonable to do so to complete any procedural formalitiesnecessary for the Borrower or the Guarantor to make payments to the Lenders without a Tax Deduction. 11.3Tax indemnity 11.3.1The Borrower shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Partydetermines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. 11.3.2Clause 11.3.1 shall not apply: (a)with respect to any Tax assessed on a Finance Party: (i)under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party istreated as resident for tax purposes; or (ii)under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that FinanceParty; or(b)to the extent a loss, liability or cost: (i)is compensated for by an increased payment under Clause 11.2 (Tax gross-up); or (ii)relates to a FATCA Deduction required to be made by a Party. Page 39 of 12011.3.3A Protected Party making, or intending to make a claim under Clause 11.3.1 shall promptly notify the Agent of the event which will give, or has given, rise to the claim, followingwhich the Agent shall notify the Borrower in writing. 11.3.4A Protected Party shall, on receiving a payment from the Borrower under this Clause 11.3, notify the Agent. 11.4Tax Credit If the Borrower or any other Security Party makes a Tax Payment and the relevant Finance Party determines that:(a)a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that TaxPayment was required; and (b)that Finance Party has obtained and utilised that Tax Credit, that Finance Party shall pay an amount to the Borrower or to that other Security Party which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been made by the Borrower or that other Security Party.11.5Stamp taxes The Borrower shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to allstamp duty, registration and other similar Taxes payable in respect of any Finance Document.11.6VAT 11.6.1All amounts expressed to be payable under a Finance Document by any Party or any Security Party to a Finance Party which (in whole or in part) constitute the considerationfor any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to Clause 11.6.2, if VAT is or becomeschargeable on any supply made by any Finance Party to any Party or any Security Party under a Finance Document and such Finance Party is required to account to therelevant tax authority for the VAT, that Party or Security Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for suchsupply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to the Borrower). 11.6.2If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and anyParty other than the Recipient (the "Relevant Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to theSupplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a)(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time aspaying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 11.6.2(a) applies) promptly pay to the Relevant Partyan amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VATchargeable on that supply; and Page 40 of 120(b)(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from theRecipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is notentitled to credit or repayment from the relevant tax authority in respect of that VAT. 11.6.3Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be)such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determinesthat it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. 11.6.4Any reference in this Clause 11.6 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless thecontext otherwise requires) a reference to the representative member of such group at such time (the term "representative member" to have the same meaning as in the ValueAdded Tax Act 1994). 11.6.5In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly providesuch Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reportingrequirements in relation to such supply. 11.7FATCA information 11.7.1Subject to Clause 11.7.3, each Party shall, within ten Business Days of a reasonable request by another Party: (a)confirm to that other Party whether it is: (i)a FATCA Exempt Party; or (ii)not a FATCA Exempt Party; (b)supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for thepurposes of that other Party's compliance with FATCA; and (c)supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of thatother Party's compliance with any other law, regulation, or exchange of information regime. 11.7.2If a Party confirms to another Party pursuant to Clause 11.7.l(a)(i) that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCAExempt Party, that Party shall notify that other Party reasonably promptly. Page 41 of 12011.7.3Clause 11.7.1 shall not oblige any Finance Party to do anything, and Clause 11.7.l(c) shall not oblige any other Party to do anything, which would or might in its reasonableopinion constitute a breach of: (a)any law or regulation; (b)any fiduciary duty; or (c)any duty of confidentiality. 11.7.4If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with Clause 11.7.l(a) or12.7.l(b) (including, for the avoidance of doubt, where Clause 11.7.3 applies), then such Party shall be treated for the purposes of the Finance Documents (and payments underthem) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information. 11.8FATCA Deduction 11.8.1Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall berequired to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. 11.8.2Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notifythe Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent in writing and the Agent shall notify the other Finance Parties. 12.INCREASED COSTS 12.1Increased costs Subject to Clause 12.3 (Exceptions) the Borrower shall, within three Business Days of a demand by the Agent, pay to the Agent for the account of a Finance Party the amountof any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration orapplication of) any law or regulation or (ii) compliance with any law or regulation or any request from or requirement of any central bank or other fiscal, monetary or otherauthority made after the Effective Date (including Basel Ill and any other which relates to capital adequacy or liquidity controls or which affects the manner in which thatFinance Party allocates capital resources to obligations under this Agreement and/or the Master Agreement).In this Agreement "Increased Costs" means:(a)a reduction in the rate of return from the Loan or on a Finance Party's (or its Affiliate's) overall capital; (b)an additional or increased cost; or (c)a reduction of any amount due and payable under any Finance Document, Page 42 of 120which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into any Finance Document orfunding or performing its obligations under any Finance Document.In this Agreement "Basel III" means:(a)the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel Ill: A global regulatory framework for more resilient banks andbanking systems", "Basel Ill: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating thecountercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated; (b)the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbencyrequirement - Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and (c)any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel Ill". 12.2Increased cost claims 12.2.1A Finance Party intending to make a claim pursuant to Clause 12.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shallpromptly notify the Borrower in writing. 12.2.2Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs. 12.3Exceptions Clause 12.1 (Increased costs) does not apply to the extent any Increased Cost is:(a)attributable to a Tax Deduction required by law to be made by the Borrower; (b)attributable to a FATCA Deduction required to be made by a Party; (c)compensated for by Clause 11.3 (Tax indemnity) (or would have been compensated for under Clause 11.3 but was not so compensated solely because any of theexclusions in Clause 11.3 applied); (d)attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or (e)attributable to the implementation or application of or compliance with the "International Convergence of Capital Measurement and Capital Standards, a RevisedFramework" published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the Effective Date (but excluding any amendment arisingout of Basel III) ("Basel Il") or any other law or regulation which implements Basel Il (whether such implementation, application or compliance is by a government,regulator, Finance Party or any of its Affiliates). Page 43 of 120In this Clause 12.3, a reference to a "Tax Deduction" has the same meaning given to the term in Clause 11.1 (Definitions).13.OTHER INDEMNITIES 13.1Currency indemnity 13.1.1If any sum due from the Borrower or the Guarantor under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to beconverted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of: (a)making or filing a claim or proof against the Borrower or the Guarantor (as the case may be), or (b)obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings, the Borrower or the Guarantor (as the case may be) shall as an independent obligation, within three Business Days of written demand, indemnify each Finance Party to whomthat Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (a) the rate of exchange used to convert thatSum from the First Currency into the Second Currency and (b) the rate or rates of exchange available to that Finance Party at the time of its receipt of that Sum.13.1.2The Borrower and the Guarantor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other thanthat in which it is expressed to be payable. 13.2Other indemnities 13.2.1The Borrower shall, within five Business Days of written demand, indemnify each Finance Party against any duly documented cost, loss or liability incurred by that FinanceParty as a result of: (a)the occurrence of any Event of Default which is continuing; (b)a failure by the Borrower to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a resultof Clause 27 (Sharing among the Finance Parties); (c)funding, or making arrangements to fund, the Loan following the Effective Date but the Loan not being funded by reason of the operation of any one or more of theprovisions of this Agreement (other than by reason of default or negligence by a Finance Party alone); or (d)the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower. Page 44 of 12013.2.2The Borrower shall promptly indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such personfor the purposes of this Clause 13.2 an "Indemnified Person") against any and all duly documented cost, loss or liability reasonably incurred by that Indemnified Personpursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and thetransactions contemplated by the Finance Documents, having the benefit of any Encumbrance constituted by the Finance Documents or which relates to the condition oroperation of, or any incident occurring in relation to, the Vessel, unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that IndemnifiedPerson. 13.2.3Subject to any limitations set out in Clause 13.2.2, the indemnity in that Clause shall cover any duly documented cost, loss or liability reasonably incurred by each IndemnifiedPerson in any jurisdiction: (a)arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or (b)in connection with any Environmental Claim. 13.3Indemnity to the Agent The Borrower shall promptly indemnify the Agent against:(a)any cost, loss or liability incurred by the Agent (acting reasonably) as a result of: (i)investigating any event which it reasonably believes is a Default; or (ii)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or (iii)instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and (b)any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) in acting as Agent under theFinance Documents. 13.4Indemnity to the Security Agent The Borrower and the Guarantor shall promptly indemnify the Security Agent and every Receiver and Delegate against any duly documented cost, loss or liability incurred byany of them as a result of:(a)any failure by the Borrower to comply with their obligations under Clause 15 (Costs and Expenses); (b)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (c)the taking, holding, protection or enforcement of the Security Documents; Page 45 of 120(d)the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the FinanceDocuments or by law; (e)any default by any Security Party in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or (f)acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Charged Property (otherwise, in each case,than by reason of the relevant Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct). 13.5Indemnity survival The indemnities contained in this Agreement shall survive repayment of the Loan. 14.MITIGATION BY THE LENDERS 14.1Mitigation Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in all or any part of theLoan ceasing to be available or any amount becoming payable under or pursuant to any of Clause 6.1 (Illegality), Clause 11 (Tax Gross Up and Indemnities) or Clause 12(Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office. The above does notin any way limit the obligations of any Security Party under the Finance Documents.14.2Limitation of liability The Borrower shall promptly indemnify each Finance Party for all costs and expenses duly documented and reasonably incurred by that Finance Party as a result of stepstaken by it under Clause 14.1 (Mitigation). A Finance Party is not obliged to take any steps under Clause 14.1 if, in its opinion (acting reasonably), to do so might be prejudicialto it.15.COSTS AND EXPENSES 15.1Transaction expenses The Borrower shall promptly on demand pay the Agent and the Security Agent the amount of all costs and expenses (including legal fees) duly documented and reasonablyincurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with:(a)the negotiation, preparation, printing, execution, syndication and perfection of this Agreement and any other documents referred to in this Agreement; (b)the negotiation, preparation, printing, execution and perfection of any other Finance Documents executed after the Effective Date; (c)any other document which may at any time be required by a Finance Party to give effect to any Finance Document or which a Finance Party is entitled to call for orobtain under any Finance Document (including, without limitation, any valuation of the Vessel); and Page 46 of 120(d)any discharge, release or reassignment of any of the Security Documents. 15.2Amendment costs If (a) a Security Party requests an amendment, waiver or consent or (b) an amendment is required under Clause 28.11 (Change of currency), the Borrower shall, within threeBusiness Days of demand, reimburse each of the Agent and the Security Agent for the amount of all costs and expenses (including legal fees) duly documented andreasonably incurred by the Agent and the Security Agent (and, in the case of the Security Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating orcomplying with that request or requirement. 15.3Enforcement and preservation costs The Borrower shall, within three Business Days of written demand, pay to each Finance Party and each other Secured Party the amount of all costs and expenses (includinglegal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document and any proceedingsinstituted by or against the Security Agent as a consequence of taking or holding the Security Documents or enforcing those rights including (without limitation) any losses,costs and expenses which that Finance Party or other Secured Party may from time to time sustain, incur or become liable for by reason of that Finance Party or other SecuredParty being mortgagee of the Vessel and/or a lender to the Borrower, or by reason of that Finance Party or other Secured Party being deemed by any court or authority to be anoperator or controller, or in any way concerned in the operation or control, of the Vessel. 15.4Other costs The Borrower shall, within three Business Days of written demand, pay to each Finance Party and each other Secured Party the amount of all sums which that Finance Party orother Secured Party may pay or become actually or contingently liable for on account of the Borrower in connection with the Vessel (whether alone or jointly or jointly andseverally with any other person) including (without limitation) all sums which that Finance Party or other Secured Party may pay or guarantees which it may give in respect ofthe Insurances, any expenses incurred by that Finance Party or other Secured Party in connection with the maintenance or repair of the Vessel or in discharging any lien, bondor other claim relating in any way to the Vessel, and any sums which that Finance Party or other Secured Party may pay or guarantees which it may give to procure the releaseof the Vessel from arrest or detention.Page 47 of 120SECTION 7SECURITY AND APPLICATION OF MONEYS16.SECURITY DOCUMENTS AND APPLICATION OF MONEYS 16.1Security Documents As security for the payment of the Indebtedness, the Borrower shall execute and deliver to the Security Agent or cause to be executed and delivered to the Security Agent thefollowing documents in such forms and containing such terms and conditions as the Security Agent shall require:(a)a guarantee and indemnity from the Guarantor; (b)first and second priority charges of all the issued shares of the Borrower; (c)first and second preferred and/or priority statutory mortgages over the Vessel together, if applicable with collateral deeds of covenants; (d)first and second priority deeds of assignment of the Insurances, Earnings, any Charters and Requisition Compensation of the Vessel from the Borrower; (e)the Managers' Undertakings; (f)a first and second priority account security deed in respect of all amounts from time to time standing to the credit of the Accounts; and (g)a first priority deed of charge over the Master Agreement Proceeds. 16.2Earnings and Retention Account The Borrower shall maintain the Accounts with the Account Holder for the duration of the Facility Period free of Encumbrances and rights of set off other than those createdby or under the Finance Documents.16.3Earnings and minimum balance The Borrower shall procure that all Earnings in respect of the Vessel and any Requisition Compensation are credited to the Earnings Account. Throughout the Facility Periodcommencing on the Effective Date the Borrower shall maintain a minimum balance on the Earnings Account of five hundred thousand Dollars ($500,000). 16.4Transfers to Retention Account On the day in each calendar month during the Facility Period which numerically corresponds to the Effective Date (or, if there is no such day, on the last Business Day of thatmonth), the Borrower shall procure that there is transferred from the Earnings Account to the Retention Account:(a)one-third of the amount of the Repayment Instalment in respect of the Loan due on the next Repayment Date (which shall be deemed to be the day for that transfer ifthat day is a Repayment Date); and Page 48 of 120(b)the amount of interest in respect of the Loan due on the next Interest Payment Date (which shall be deemed to be the day for that transfer if that day is an InterestPayment Date) divided by the number of months between the last Interest Payment Date (or, if none, the Effective Date in respect of the Loan) and that next InterestPayment Date; and (c)one-third of any liabilities due under the Master Agreement (other than any payment as a result of termination or closing out) on the next Repayment Date, and the Borrower irrevocably authorises the Security Agent to instruct the Account Holder to make those transfers.16.5Additional payments to Retention Account If for any reason the amount standing to the credit of an Earnings Account is insufficient to make any transfer to the Retention Account required by Clause 16.4 (Transfers toRetention Account), the Borrower shall, without demand, procure that there is credited to the Retention Account, on the date on which the relevant amount would have beentransferred from the Earnings Account, an amount equal to the amount of the shortfall.16.6Application of Retention Account The Borrower shall procure that there is transferred from the Retention Account to the Agent for the account of the Lenders:(a)on each Repayment Date in respect of the Loan, the amount of the Repayment Instalment then due; (b)on each Interest Payment Date in respect of the Loan, the amount of interest then due; and (c)on each Repayment Date, the amount of any liabilities then due under the Master Agreement other than any payment as a result of termination or closing out, and the Borrower irrevocably authorises the Security Agent to instruct the Account Holder to make those transfers. 16.7Borrower's obligations not affected If for any reason the amount standing to the credit of the Retention Account is insufficient to pay any Repayment Instalment or to make any payment of interest when due, theBorrower's obligation to pay that Repayment Instalment or to make that payment of interest shall not be affected. 16.8Release of surplus Any amount remaining to the credit of the Earnings Account following the making of any transfers required by Clause 16.4 (Transfers to Retention Account) shall (unless anEvent of Default is continuing) be released to or to the order of the Borrower.Page 49 of 12016.9Restriction on withdrawal During the Facility Period no sum may be withdrawn from the Accounts (except in accordance with this Clause 16) without the prior written consent of the Security Agent(such consent not to be unreasonably withheld if no Event of Default has occurred). The Accounts shall not be overdrawn.16.10Relocation of Accounts On and at any time after the occurrence of a Default which is continuing, the Security Agent may without the consent of the Borrower instruct the Account Holder to relocateany or all of the Accounts to any other branch of the Account Holder, without prejudice to the continued application of this Clause 16 and the rights of the Finance Partiesunder the Finance Documents.16.11Access to information The Borrower agrees that the Security Agent (and its nominees) may from time to time during the Facility Period review the records held by the Account Holder (whether inwritten or electronic form) in relation to the Accounts, and irrevocably waive any right of confidentiality which may exist in relation to those records.16.12Statements Without prejudice to the rights of the Security Agent under Clause 16.11 (Access to information), the Borrower shall procure that the Account Holder provides to the SecurityAgent, no less frequently than each calendar month during the Facility Period, written statements of account showing all entries made to the credit and debit of each of theAccounts during the immediately preceding calendar month.16.13Application after acceleration From and after the giving of notice to the Borrower by the Agent under Clause 22.2 (Acceleration), the Borrower shall procure that all sums from time to time standing to thecredit of any of the Accounts are immediately transferred to the Security Agent or any Receiver or Delegate for application in accordance with Clause 16 .14 (Application ofmoneys by Security Agent) and the Borrower irrevocably authorises the Security Agent to instruct the Account Holder to make those transfers.16.14Application of moneys by Security Agent The Borrower and the Finance Parties irrevocably authorise the Security Agent or any Receiver or Delegate to apply all moneys which it receives and is entitled to receive:(a)pursuant to a sale or other disposition of the Vessel or any right, title or interest in the Vessel; or (b)by way of payment of any sum in respect of the Insurances, Earnings or Requisition Compensation; or (c)by way of transfer of any sum from any of the Accounts; or Page 50 of 120(d)otherwise under or in connection with any Security Document, in or towards satisfaction of the Indebtedness in the following order:(a)first, any unpaid fees, costs, expenses and default interest due to the Agent and the Security Agent (and, in the case of the Security Agent, to any Receiver orDelegate) under all or any of the Finance Documents, such application to be apportioned between the Agent and the Security Agent pro rata to the aggregateamount of such items due to each of them; (b)second, any unpaid fees, costs, expenses (including any sums paid by the Lenders under Clause 25.10 (Indemnity)) of the Lenders due under this Agreement, suchapplication to be apportioned between the Lenders pro rata to the aggregate amount of such items due to each of them; (c)third, any accrued but unpaid default interest due to the Lenders under this Agreement, such application to be apportioned between the Lenders pro rata to theaggregate amount of such default interest due to each of them; (d)fourth, any other accrued but unpaid interest due to the Lenders under this Agreement, such application to be apportioned between the Lenders pro rata to theaggregate amount of such interest due to each of them; (e)fifth, any principal of the Loan due and payable but unpaid under this Agreement, such application to be apportioned between the Lenders pro rata to the aggregateamount of such principal due to each of them; and (f)sixth, any other sum due and payable to any Finance Party but unpaid under all or any of the Finance Documents, such application to be apportioned between theFinance Parties pro rata to the aggregate amount of any such sum due to each of them; Provided that any part of the Indebtedness arising out of the Master Agreement shall be satisfied on a pari passu basis (i) as to any periodical payment (not being payments asa result of termination or closing out) due under the Master Agreement with interest on the Loan and (ii) as to any payment due under the Master Agreement as a result oftermination or closing out with any repayment of the principal of the Loan; andProvided that the balance (if any) of the moneys received shall be paid to the Security Parties from whom or from whose assets those sums were received or recovered or toany other person entitled to them.16.15Retention on account Moneys to be applied by the Security Agent or any Receiver or Delegate under Clause 16.14 (Application of moneys by Security Agent) shall be applied as soon as practicableafter the relevant moneys are received by it, or otherwise become available to it, save that (without prejudice to any other provisions contained in any of the SecurityDocuments) the Security Agent or any Receiver or Delegate may retain any such moneys by crediting them to a suspense account for so long and in such manner as theSecurity Agent or such Receiver or Delegate may from time to time determine with a view to preserving the rights of the Finance Parties or any of them to prove for the wholeof the Indebtedness (or any relevant part) against the Borrower or any of them or any other person liable.Page 51 of 12016.16Additional security 16.16.1If at any time the Security Cover Ratio is less than the Relevant Percentage (the "VTL Coverage"), the Borrower shall, within 10 Business Days of the Agent's request, at theBorrower's option: (a)pay to the Security Agent or to its nominee a cash deposit in dollars in the amount of the shortfall (with the value of such deposit to be the face amount of thedeposit) to be secured in favour of the Security Agent as additional security for the payment of the Indebtedness; or (b)give to the Security Agent other additional security in amount and form acceptable to the Security Agent in its discretion (with the value of such additional securityto be determined conclusively by appropriate advisers appointed by the Agent (in the case of other charged assets) and determined by the Agent in its discretion (inall other cases)); or (c)prepay the Loan in the amount of the shortfall to ensure that the Security Cover Ratio is at least equal to or more than the Relevant Percentage. 16.16.2Clauses 5.2 (Reborrowing), 6.2(c) (Voluntary prepayment of the Loan) and 6.6 (Restrictions) shall apply, mutatis mutandis, to any prepayment made under this Clause 16.16 andthe value of any additional security provided shall be determined by the Agent as specified in Clause 16.16.1(a) and Clause 16.16.1(b). The cost of any such valuations ordeterminations shall be borne by the Borrower. 16.16.3The VTL Coverage shall be tested quarterly throughout the Facility Period on the basis of one Vessel valuation, prepared by an Approved Shipbroker and to be delivered by nolater than 10 days after the end of each fiscal quarter of the Borrower's financial year . Save as provided for in Schedule 1 para 5 of the 2022 Amending and RestatingAgreement, the Borrower shall deliver to the Agent at its own cost and expense the valuation required to evidence the Fair Market Value together with each ComplianceCertificate delivered to the Agent under Clause 19.2.1. 16.16.4If, at any time after the Borrower has provided additional security in accordance with the Agent's request under this Clause 16.16, the Agent shall determine when testingcompliance with the VTL Coverage that all or any part of that additional security may be released without resulting in a shortfall in the VTL Coverage, then, provided that noDefault is continuing, the Security Agent shall effect a release of all or any part of that additional security in accordance with the Agent's instructions, but this shall be withoutprejudice to the Agent's right to make a further request under this Clause 16.16 should the value of the remaining security subsequently merit it. 17.GUARANTEE AND INDEMNITY 17.1Guarantee and indemnity The Guarantor irrevocably and unconditionally:Page 52 of 120(a)guarantees to each Finance Party punctual performance by each other Security Party of all that Security Party's obligations under the Finance Documents; (b)undertakes with each Finance Party that whenever another Security Party does not pay any amount when due under or in connection with any Finance Document,the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c)agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation,indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of a Security Party not paying any amount which would,but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amountpayable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 if the amount claimed had been recoverableon the basis of a guarantee. 17.2Continuing Guarantee This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Security Party under the Finance Documents, regardless of anyintermediate payment or discharge in whole or in part. 17.3Reinstatement If any discharge, release or arrangement (whether in respect of the obligations of any Security Party or any security for those obligations or otherwise) is made by a FinanceParty in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise,without limitation, then the liability of the Guarantor under this Clause 17 will continue or be reinstated as if the discharge, release or arrangement had not occurred.17.4Waiver of defences The obligations of the Guarantor under this Clause 17 will not be affected by an act, omission, matter or thing which, but for this Clause 17.4, would reduce, release or prejudiceany of its obligations under this Clause 17 (without limitation and whether or not known to it or any Finance Party) including:(a)any time, waiver or consent granted to, or composition with, any Security Party or other person; (b)the release of any other Security Party or any other person under the terms of any composition or arrangement with any creditor of any Security Party or any othermember of the Group; (c)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of,any Security Party or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure torealise the full value of any security; Page 53 of 120(d)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Security Party or any other person; (e)any amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or anyother document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facilityunder any Finance Document or other document or security; (f)any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or (g)any insolvency or similar proceedings. 17.5Guarantor intent Without prejudice to the generality of Clause 17.4 (Waiver of defences), the Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any(however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the FinanceDocuments for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions tobe made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new Borrower; any other variation orextension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of theforegoing.17.6Immediate recourse The Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or securityor claim payment from any person before claiming from the Guarantor under this Clause 17. This waiver applies irrespective of any law or any provision of a Finance Documentto the contrary. 17.7Appropriations Until all amounts which may be or become payable by the Security Parties under or in connection with the Finance Documents have been irrevocably paid in full, each FinanceParty (or any trustee or agent on its behalf) may:(a)refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect ofthose amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall not beentitled to the benefit of the same; and Page 54 of 120(b)hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor's liability under this Clause 17. 17.8Deferral of Guarantor's rights 17.8.1Until all amounts which may be or become payable by the Security Parties under or in connection with the Finance Documents have been irrevocably paid in full and unless theAgent otherwise directs, the Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or byreason of any amount being payable, or liability arising, under this Clause 17: (a)to be indemnified by a Security Party; (b)to claim any contribution from any other guarantor of any Security Party's obligations under the Finance Documents; (c)to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of anyother guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party; (d)to bring legal or other proceedings for an order requiring any Security Party to make any payment, or perform any obligation, in respect of which the Guarantor hasgiven a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and indemnity); (e)to exercise any right of set-off against any Security Party; and/or (f)to claim or prove as a creditor of any Security Party in competition with any Finance Party. 17.8.2If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable allamounts which may be or become payable to the Finance Parties by the Security Parties under or in connection with the Finance Documents to be repaid in full on trust for theFinance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 28 (Payment mechanics). 17.9Additional security This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.Page 55 of 120SECTION 8REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT18.REPRESENTATIONS 18.1Representations The Borrower and the Guarantor makes the representations and warranties set out in this Clause 18 to each Finance Party.18.1.1Status Each of the Security Parties:(a)is a limited liability corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation; (b)has the power to own its assets and carry on its business as it is being conducted; and (c)has not established a place of business in England nor (other than the Borrower) registered as a non-Hong Kong company under Companies Ordinance (Cap. 622 ofthe Laws of Hong Kong). 18.1.2Binding obligations Subject to the Legal Reservations:(a)the obligations expressed to be assumed by each of the Security Parties in each of the Relevant Documents to which it is a party are legal, valid, binding andenforceable obligations; and (b)(without limiting the generality of Clause 18.1.2(a)) each Security Document to which it is a party creates the security interests which that Security Document purportsto create and those security interests are valid and effective. 18.1.3Non-conflict with other obligations The entry into and performance by each of the Security Parties of, and the transactions contemplated by, the Relevant Documents do not conflict with:(a)any law or regulation applicable to such Security Party; (b)the constitutional documents of such Security Party or of any other member of the Group; or (c)any agreement or instrument binding upon such Security Party or any other member of the Group or any of such Security Party's or any other member of the Group'sassets or constitute a default or termination event (however described) under any such agreement or instrument. 18.1.4Power and authority (a)Each of the Security Parties has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and deliveryof, the Relevant Documents to which it is or will be a party and the transactions contemplated by those Relevant Documents. Page 56 of 120(b)No limit on the powers of any Security Party will be exceeded as a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated bythe Relevant Documents to which it is a party. 18.1.5Validity and admissibility in evidence All Authorisations required or desirable:(a)to enable each of the Security Parties lawfully to enter into, exercise its rights and comply with its obligations in the Relevant Documents to which it is a party or toenable each Finance Party to enforce and exercise all its rights under the Relevant Documents; and (b)to make the Relevant Documents to which any Security Party is a party admissible in evidence in its Relevant Jurisdictions, have been obtained or effected and are in full force and effect, with the exception only of the registrations referred to in Parts II of Schedule 1 (Conditions Subsequent) of the2022 Amending and Restating Agreement.18.1.6Governing law and enforcement (a)The choice of governing law of any Finance Document will be recognised and enforced in the Relevant Jurisdictions of each relevant Security Party. (b)Any judgment obtained in relation to any Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in theRelevant Jurisdictions of each relevant Security Party. 18.1.7Insolvency No corporate action, legal proceeding or other procedure or step described in Clause 22.1.7 (Insolvency proceedings) or creditors' process described in Clause 22.1.8(Creditors' process) has been taken or, to the knowledge of any Borrower or the Guarantor, threatened in relation to a Security Party or any other member of the Group; andnone of the circumstances described in Clause 22.1.6 (Insolvency) applies to a Security Party or any other member of the Group. 18.1.8No filing or stamp taxes Under the laws of the Relevant Jurisdictions of each relevant Security Party it is not necessary that the Finance Documents be filed, recorded or enrolled with any court orother authority in any of those jurisdictions or that any stamp, registration, notarial or similar tax or fees be paid on or in relation to the Finance Documents or the transactionscontemplated by the Finance Documents except registration of each Mortgage at the Ships Registry where title to the relevant Vessel is registered in the ownership of therelevant Borrower and payment of associated fees which registrations, filings, taxes and fees will be made and paid promptly after the date of the relevant Finance Document.Page 57 of 12018.1.9Deduction of Tax None of the Security Parties is required under the law of its jurisdiction of incorporation to make any deduction for or on account of Tax from any payment it may make underany Finance Document.18.1.10No default (a)No Event of Default and, on the Effective Date and on the Drawdown Date, no Default is continuing or is reasonably likely to result from the advance of the Loan orthe entry into, the performance of, or any transaction contemplated by, any of the Relevant Documents. (b)No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or anycombination of any of the foregoing, would constitute) a default or termination event (howsoever described) under any other agreement or instrument which isbinding on any of the Security Parties or any other member of the Group or to which its assets are subject which has or is likely to have a Material Adverse Effect. 18.1.11No misleading information (a)Any factual information provided by any Security Party was true and accurate in all material respects as at the date the information is expressed to be given. (b)Any financial projection or forecast provided by Security Party has been prepared on the basis of recent historical information and on the basis of reasonableassumptions and was fair (as at the date of the relevant report or document containing the projection or forecast) and arrived at after careful consideration. (c)All material information provided to a Finance Party by or on behalf of any of the Security Parties or any other member of the Group on or before the Effective Dateand not superseded before that date is accurate and not misleading in any material respect and all projections provided to any Finance Party on or before theEffective Date have been prepared in good faith on the basis of assumptions which were reasonable at the time at which they were prepared and supplied; and (d)All other written information provided by any of the Security Parties or any other member of the Group (including its advisers) to a Finance Party was true, completeand accurate in all material respects as at the date it was provided and is not misleading in any respect. 18.1.12Financial statements (a)The Original Financial Statements were prepared in accordance with GAAP consistently applied. (b)The Original Financial Statements fairly represent the Guarantor's financial condition and results of operations for the relevant financial quarter. (c)There has been no material adverse change in any Security Party's assets, business or financial condition (or the assets, business or consolidated financial conditionof the Guarantor, in the case of the Guarantor since the date of the Original Financial Statements. Page 58 of 120(d)The Guarantor's most recent financial statements delivered pursuant to Clause 19.1 (Financial statements): (i)have been prepared in accordance with GAAP as applied to the Original Financial Statements; and (ii)give a true and fair view of (if audited) or fairly represent (if unaudited) its consolidated financial condition as at the end of, and consolidated results ofoperations for, the period to which they relate. (e)Since the date of the most recent financial statements delivered pursuant to Clause 19.1 (Financial statements) there has been no material adverse change in thebusiness, assets or financial condition of any of the Security Parties or any other member of the Group. 18.1.13No proceedings pending or threatened No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, are likely to have a Material AdverseEffect have (to the best of its knowledge and belief) been started or threatened against any of the Security Parties or any other member of the Group. 18.1.14No breach of laws None of the Security Parties or any other member of the Group has breached any law or regulation which breach has or is likely to have a Material Adverse Effect. 18.1.15Environmental laws (a)Each of the Security Parties is in compliance with Clause 21.3 (Environmental compliance) and to the best of its knowledge and belief (having made due and carefulenquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or is likely to have a Material Adverse Effect. (b)No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any of theSecurity Parties where that claim has or is likely, if determined against that Security Party, to have a Material Adverse Effect. 18.1.16Taxation (a)None of the Security Parties is materially overdue in the filing of any Tax returns or is overdue in the payment of any amount in respect of Tax of $1,000,000 (or itsequivalent in any other currency) or more. (b)To the best of its knowledge and belief, no claims or investigations are being, or are likely to be, made or conducted against any of the Security Parties with respect toTaxes such that a liability of, or claim against, any of the Security Parties of $1,000,000 (or its equivalent in any other currency) or more is likely to arise. Page 59 of 120(c)Each of the Security Parties is resident for Tax purposes only in its Original Jurisdiction unless the Agent have received notification in writing to the contrary fromany such Security Party. 18.1.17Anti-corruption law Each of the Security Parties and each Affiliate of any of them has conducted its businesses in compliance with applicable anti-corruption laws and has instituted andmaintained policies and procedures designed to achieve compliance with such laws.18.1.18No Encumbrance (a)No Encumbrance exists over all or any of the Charged Property save for Permitted Encumbrances. (b)The Borrower has no Financial Indebtedness outstanding other than as permitted by this Agreement. 18.1.19Pari passu ranking The payment obligations of each of the Security Parties under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecuredand unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.18.1.20No adverse consequences (a)It is not necessary under the laws of the Relevant Jurisdictions of any of the Security Parties: (i)in order to enable any Finance Party to enforce its rights under any Finance Document; or (ii)by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document, that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of the Relevant Jurisdictions of any of the Security Parties.(b)No Finance Party is or will be deemed to be resident, domiciled or carrying on business in any of the Relevant Jurisdictions of any of the Security Parties by reasononly of the execution, performance and/or enforcement of any Finance Document. 18.1.21Disclosure of material facts No Borrower is aware of any material facts or circumstances which have not been disclosed to the Agent and which might, if disclosed, have adversely affected the decision ofa person considering whether or not to make loan facilities of the nature contemplated by this Agreement available to the Borrower.Page 60 of 12018.1.22Completeness of Relevant Documents The copies of any Relevant Documents provided or to be provided by the Borrower to the Agent on the Effective Date are, or will be, true and accurate copies of the originalsand represent, or will represent, the full agreement between the parties to those Relevant Documents in relation to the subject matter of those Relevant Documents and thereare no commissions, rebates, premiums or other payments due or to become due in connection with the subject matter of those Relevant Documents other than in the ordinarycourse of business or as disclosed to, and approved in writing by, the Agent.18.1.23No Immunity No Security Party or any of its assets is immune to any legal action or proceeding.18.1.24Money laundering Any borrowing by the Borrower under this Agreement, and the performance of its obligations under this Agreement and under the other Finance Documents, will be for itsown account and will not involve any breach by it of any law or regulatory measure relating to "money laundering" as defined in Article 1 of the Directive (2005/EC/60) of theEuropean Parliament and of the Council of the European Communities.18.1.25Sanctions As regards Sanctions:(a)None of the Security Parties or any Affiliate of any of them, or any of their respective officers, directors or, to their knowledge, any of their employees, agents oraffiliates is a Prohibited Person. (b)Each of the Security Parties and each Affiliate of any of them is in compliance with all Sanctions. 18.2Repetition Each Repeating Representation is deemed to be repeated by the Borrower and the Guarantor by reference to the facts and circumstances then existing on the Effective Date,the date of the Drawdown Request, on the Drawdown Date, on the first day of each Interest Period and on the date for delivery for each Compliance Certificate referred to inClause 19.2 (Compliance Certificate). 19.INFORMATION UNDERTAKINGS The undertakings in this Clause 19 remain in force for the duration of the Facility Period.19.1Financial statements The Guarantor shall supply to the Agent by email for distribution to all of the Lenders:(a)as soon as the same become available, but in any event within 120 days after the end of each of its financial years its audited consolidated financial statements forthat financial year; and (b)as soon as the same become available, but in any event within 90 days after the end of each fiscal quarter during each of its financial years, its unaudited quarterlyfinancial statements (comprising unaudited quarterly consolidated income statements and quarterly consolidated balance sheets) for that fiscal quarter; and Page 61 of 120(c)as soon as the same become available, but in any event within 90 days after the end of each of its financial years its consolidated financial projections for, at least, thesubsequent financial year. 19.2Compliance Certificate 19.2.1The Guarantor shall supply to the Agent, with each set of its annual financial statements delivered pursuant to Clause 19.1(a) (Financial statements) and each set of itsquarterly financial statements delivered pursuant to Clause 19.1(b) (Financial statements), a Compliance Certificate (including supporting schedules) setting out (in reasonabledetail) computations as to compliance with Clause 20 (Financial Covenants) as at the date as at which those financial statements were drawn up. 19.2.2Each Compliance Certificate shall be signed by the Authorised Officers of the Guarantor. 19.3Requirements as to financial statements Each set of financial statements delivered by the Borrower under Clause 19.1 (Financial statements):(a)shall be certified by an Authorised Officer of the Guarantor as giving a true and fair view of (in the case of annual financial statements), or fairly representing (in othercases), its financial condition as at the date as at which those financial statements were drawn up; (b)shall be prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original FinancialStatements unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or referenceperiods and its auditors deliver to the Agent: (i)a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which theOriginal Financial Statements were prepared; and (ii)sufficient information, in form and substance as may be required by the Agent, to enable the Agent to determine whether Clause 20 (Financial Covenants)has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original FinancialStatements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which theOriginal Financial Statements were prepared.19.4Information: miscellaneous The Borrower shall supply to the Agent by email (for distribution to all the Lenders):Page 62 of 120(a)if the Agent so requests, at the same time as they are dispatched copies of all documents dispatched by the Borrower to its shareholders generally (or any class ofthem) or dispatched by the Borrower or any other Security Party to its creditors generally (or any class of them); (b)promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against anySecurity Party and which, if adversely determined, are likely to have a Material Adverse Effect; (c)promptly, such information as the Security Agent may require about the Charged Property and compliance of the Security Parties with the terms of any SecurityDocuments including without limitation cash flow analyses and details of the operating costs of either Vessel; and (d)promptly on request, such further information regarding the financial condition, assets and operations of any Security Party (including any requested amplification or explanation of any item in the financial statements, budgets or other material provided by any Security Party under this Agreement and an up to date copy of itsshareholders' register (or equivalent in its Original Jurisdiction)) as any Finance Party through the Agent may reasonably request. 19.5Notification of default 19.5.1The Borrower and the Guarantor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence. 19.5.2Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by its Authorised Officers on its behalf certifying that no Default iscontinuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it). 19.6"Know your customer" checks 19.6.1If: (a)the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the Effective Date; (b)any change in the status of a Security Party after the Effective Date; or (c)a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment ortransfer, obliges the Agent or any Lender (or, in the case of Clause 19.6.1(c), any prospective new Lender) to comply with "know your customer" or similar identification procedures incircumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent or any Lender supply, or procure thesupply of, such documentation and other evidence as is requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the eventdescribed in Clause 19.6.1(c), on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in Clause 19.6.1(c), anyprospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulationspursuant to the transactions contemplated in the Finance Documents.Page 63 of 12019.6.2Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is requested by the Agent (for itself) inorder for the Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulationspursuant to the transactions contemplated in the Finance Documents. 19.7Poseidon Principles 19.7.1The Borrower shall, upon the request of a Lender and at the cost of the Borrower on or before the 31st July in each calendar year supply or procure the supply to the Agent ofall information necessary in order for the Lender to comply with its obligations under the Poseidon Principles in respect of the preceding year, including, without limitation, allship fuel oil consumption data required to be collected and reported in accordance with Regulation 22A of Annex IV and any Statement of Compliance, in each case relating tothe Vessel for the preceding calendar year and each Lender shall at any time have the right to obtain such information from third parties, provided always that no Lender shallpublicly disclose such information with the identity of the Vessel without the prior written consent of the Borrower. For the avoidance of doubt, such information shall be"Confidential Information" under this Agreement, but the Borrower acknowledges that, in accordance with the Poseidon Principles, such information will form part of theinformation published regarding the portfolio climate alignment by each Lender being a signatory to the Poseidon Principles. 20.FINANCIAL COVENANTS 20.1The Guarantor The Guarantor shall on a consolidated basis, maintain at all times throughout the Facility Period:(a)Minimum Liquidity: consolidated Cash and Cash Equivalents of at least the higher of (i) $30,000,000 and (ii) six per cent (6 %) of the Total Interest Bearing Debt; and (b)Minimum Net Worth: a Value Adjusted Tangible Net Worth of at least $300,000,000; and (c)Minimum Equity Ratio: an Equity Ratio of the Guarantor of not less than twenty five per cent (25%); and (d)Minimum Working Capital: a Working Capital for the Guarantor greater than zero. 20.2Financial testing The financial covenants set out in Clause 20.1 shall be calculated on the Guarantor's consolidated figures and in accordance with GAAP tested (i) on a quarterly basis byreference to each of its financial statements delivered pursuant to Clause 19.1 (Financial statements) (whether audited or un-audited) and each Compliance Certificatedelivered pursuant to Clause 19.2 (Compliance Certificate) and (ii) at such other times reasonably requested by the Agent (provided always that there should not be morethan an aggregate of four testings in any calendar year except where an Event of Default has occurred which is continuing) by reference to such documentation as is thenavailable or made available in accordance with Clause 19.4 (Information: miscellaneous) and presented to the Agent in form and substance satisfactory to the Majority Lenders.Page 64 of 12020.3Most favoured lender status (a)If at any time, the Guarantor or the Borrower shall agree to (or amend, or modify) any financial covenant with any of its other creditors and such financial covenant isnot contained in this Agreement and/or would be more beneficial to the Finance Parties than any analogous financial covenant contained in this Agreement, then: (i)the Guarantor shall promptly inform the Agent thereof in reasonable detail; (ii)such additional financial covenant shall be deemed incorporated mutatis mutandis by reference into this Agreement, effective as of the date when suchadditional financial covenant became effective between the Guarantor and/or the Borrower and its other creditor(s); and (iii)the Security Parties shall enter into any additional agreement, amendment or addendum to this Agreement as requested by the Agent in order to evidencethe incorporation of such additional financial covenant. (b)Any additional financial covenant incorporated into this Agreement shall: (i)remain unchanged in this Agreement notwithstanding any waiver of such additional financial covenant by any other creditor(s); (ii)be deemed automatically amended in this Agreement to reflect any subsequent amendments made to such additional financial covenant with such othercreditor(s); and (iii)be deemed deleted from this Agreement at such time as such additional financial covenant is deleted or otherwise removed from the agreement between therelevant Security Party and its other creditor(s). 21.GENERAL UNDERTAKINGS The undertakings in this Clause 21 remain in force for the duration of the Facility Period.21.1Authorisations The Borrower and the Guarantor shall promptly:(a)obtain, comply with and do all that is necessary to maintain in full force and effect; and (b)supply certified copies to the Agent of, any Authorisation required under any law or regulation of a Relevant Jurisdiction to:Page 65 of 120(i)enable any Security Party to perform its obligations under the Finance Documents to which it is a party; (ii)ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document; and (iii)enable any Security Party to carry on its business where failure to do so has or is likely to have a Material Adverse Effect. 21.2Compliance with laws 21.2.1The Borrower and the Guarantor shall comply (and shall procure that each other Security Party, each other member of the Group and each Affiliate of any of them shall comply),in all respects with all laws to which it may be subject, if (except as regards Sanctions, to which Clause 21.2.2 applies, and anti-corruption laws, to which Clause 21.5 applies)failure so to comply has or is likely to have a Material Adverse Effect. 21.2.2The Borrower and the Guarantor shall comply (and shall procure that each other Security Party, each other member of the Group and each Affiliate of any of them shall comply)in all respects with all Sanctions. 21.3Environmental compliance The Borrower and the Guarantor shall:(a)comply with all Environmental Laws; (b)obtain, maintain and ensure compliance with all requisite Environmental Approvals; and (c)implement procedures to monitor compliance with and to prevent liability under any Environmental Law, where failure to do so has or is likely to have a Material Adverse Effect.21.4Environmental Claims The Borrower and the Guarantor shall promptly upon becoming aware of the same, inform the Agent in writing of:(a)any Environmental Claim against any of the Security Parties which is current, pending or threatened; and (b)any facts or circumstances which are likely to result in any Environmental Claim being commenced or threatened against any of the Security Parties, where the claim, if determined against that Security Party, has or is likely to have a Material Adverse Effect.Page 66 of 12021.5Anti-corruption law 21.5.1The Borrower and the Guarantor shall not (and shall procure that no other Security Party will) directly or indirectly use the proceeds of the Loan for any purpose which wouldbreach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions. 21.5.2The Borrower and the Guarantor shall (and shall procure that each other Security Party shall): (a)conduct its businesses in compliance with applicable anti-corruption laws; and (b)maintain policies and procedures designed to promote and achieve compliance with such laws. 21.5.3Sanctions The Borrower and the Guarantor shall not: (a)directly or indirectly, use any of the proceeds of the Loan or lend, contribute or otherwise make available such proceeds to any person to finance or facilitate any activity ortransaction with a Prohibited Person or in a Sanctioned Country or in any other manner that would cause any party hereto to be in breach of any Sanctions; (b)fund any payment under the Loan from proceeds derived, directly or indirectly, from any activity or transaction with a Prohibited Person or in a Sanctioned Country or whichwould otherwise cause any party hereto to be in breach of any Sanctions. (c)use the Vessel for the benefit of a Prohibited Person, including, but not limited to selling, chartering or leasing to a Prohibited Person, in trading to or from a SanctionedCountry, in any manner contrary to Sanctions or in any manner that creates a risk that the Vessel will become the subject of Sanctions. 21.6Taxation 21.6.1The Borrower and the Guarantor shall (and shall procure that each other Security Party shall) pay and discharge all Taxes imposed upon it or its assets within the time periodallowed without incurring penalties unless and only to the extent that: (a)such payment is being contested in good faith; (b)(c)adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements deliveredto the Agent under Clause 19.1 (Financial statements); and (d)such payment can be lawfully withheld. 21.6.2Neither either Borrower nor the Guarantor may change its residence for Tax purposes. Page 67 of 12021.7Evidence of good standing The Borrower will from time to time if requested by the Agent provide the Agent with evidence in form and substance satisfactory to the Agent that the Security Parties and allcorporate shareholders of any of the Security Parties remain in good standing. 21.8Pari passu ranking The Borrower and the Guarantor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank atleast pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of generalapplication to companies.21.9Negative pledge 21.9.1The Borrower will not create nor permit to subsist any Encumbrance over any of its assets and the Guarantor shall not create or permit to subsist any Encumbrance over any ofits assets which are the subject of a Security Document. 21.9.2The Borrower will not: (a)sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a Security Party; (b)sell, transfer or otherwise dispose of any of its receivables on recourse terms; (c)enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (d)enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.21.9.3Clauses 21.9.1 and 21.9.2 do not apply to any Encumbrance, which is a Permitted Encumbrance. 21.10Disposals The Borrower will not enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwisedispose of any asset.21.11Arm's length basis The Borrower will not enter into any transaction with any person except on arm's length terms and for full market value.21.12Merger Neither the Borrower nor the Guarantor will enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction.Page 68 of 12021.13Change of business Neither the Borrower nor the Guarantor will make any substantial change to the general nature of its business from that carried on at the Effective Date.21.14No other business The Borrower will not engage in any business other than the ownership, operation, chartering and management of its Vessel and the Guarantor will not engage in any businessother than owning, operating, and managing tankers. 21.15No acquisitions The Borrower will not acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or incorporate a company.21.16No change of ownership The Borrower shall not permit any change in its shareholding (being 100% directly or indirectly owned and controlled by the Guarantor at the Effective Date) without the priorwritten consent of the Agent (such consent not to be unreasonably withheld).21.17Executive Management The Guarantor shall ensure that there is no change in the executive management of any of the Security Parties as at the Effective Date without the prior written consent of theAgent (not to be unreasonably withheld).21.18Consent to charters The Borrower shall not enter into any bareboat charter nor any Charter without the prior written consent of the Agent (such consent not to be unreasonably withheld). If theAgent so requests, the Borrower and/or, as the case may be, any bareboat charterer which has been approved by the Agent will promptly deliver to the Agent on or prior tothe date of its entry into any such Acceptable Charter or other Charter or, as the case may be and if approved by the Agent, bareboat charter, a duly executed specificassignment of any Acceptable Charter or other Charter or, as the case may be, bareboat charter, (in form and substance acceptable to the Agent in its sole discretion) togetherwith such legal opinions as the Agent may require. The Borrower will not terminate, cancel, novate, amend or supplement any Charter or, as the case may be, bareboat charter,in any material respect, nor assign such Charter or bareboat charter to any other person without the prior written consent (such consent not to be unreasonably withheld) ofthe Agent (acting on the instructions of the Majority Lenders). 21.19No borrowings The Borrower shall not incur or allow to remain outstanding any Financial Indebtedness (except for (i) the Loan (ii) Treasury Transactions entered into under the MasterAgreement pursuant to Clause 7.5 or (iii) any liability to the Guarantor or any of its Subsidiaries which is fully subordinated to the Loan on terms and conditions acceptable tothe Agent).Page 69 of 12021.20No substantial liabilities The Borrower shall not incur any liability to any third party which is in the Agent's reasonable opinion of a substantial nature except for Treasury Transactions entered intounder the Master Agreement pursuant to Clause 7.5. 21.21No loans or credit The Borrower shall not be a creditor in respect of any Financial Indebtedness except for Treasury Transactions entered into under the Master Agreement pursuant to Clause7.5.21.22No guarantees or indemnities The Borrower shall not incur or allow to remain outstanding any guarantee in respect of any obligation of any person.21.23Dividends The Guarantor and the Borrower may:(a)pay dividends (or make any other distributions to its shareholders), or (b)buy-back its own common stock; or (c)enter into any derivative transactions having the same effect as a distribution; however only to the extent that:(i)no Default is continuing or would result from the proposed transaction, and (ii)after giving effect to such transaction, the Guarantor and its Subsidiaries remain in full compliance with the provisions of this Agreement (including thoseset out in Clause 20 (Financial Covenants). 21.24Inspection of records The Borrower and the Guarantor will permit the inspection of its financial records and accounts from time to time (but limited to once a year unless an Event of Default hasoccurred and is continuing) by the Agent or its nominee. 21.25No change in Relevant Documents Neither any Borrower nor the Guarantor will in a material respect amend, vary, novate, supplement, supersede, waive or terminate any term of, any of the Relevant Documentswhich are not Finance Documents, or any other document delivered to the Agent pursuant to clause 3.1 (Conditions Precedent) or clause 3.3 (Conditions Subsequent) of the2022 Amending and Restating Agreement. 21.26Further assurance 21.26.1The Borrower and the Guarantor shall procure that each other Security Party shall promptly do all such acts or execute all such documents (including assignments, transfers,mortgages, charges, notices and instructions) as the Security Agent may specify (and in such form as the Security Agent may require in favour of the Security Agent or itsnominee(s)): Page 70 of 120(a)to perfect any Encumbrance created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage,charge, assignment or other Encumbrance over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or for the exercise ofany rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law; (b)to confer on the Security Agent or confer on the Finance Parties an Encumbrance over any property and assets of the Borrower or that other Security Party aslocated in any jurisdiction equivalent or similar to the Encumbrance intended to be conferred by or pursuant to the Security Documents; and/or (c)to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security Documents. 21.26.2The Borrower and the Guarantor shall (and shall procure that each other Security Party shall) take all such action as is available to it (including making all filings andregistrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Encumbrance conferred or intended to be conferred on theSecurity Agent or the Finance Parties by or pursuant to the Finance Documents. 21.27No dealings with Master Agreement The Borrower shall not assign, novate or encumber or in any other way transfer any of its rights or obligations under the Master Agreement except pursuant to the MasterAgreement Proceeds Charge, nor enter into any interest rate exchange or hedging agreement with anyone other than the Swap Provider.21.28Change of place of business and registration as non-Hong Kong company No Security Party shall without the consent of the Agent establish a place of business in England or (other than the Borrower) register as a non-Hong Kong company underCompanies Ordinance (Cap. 622 of the Laws of Hong Kong). 22.EVENTS OF DEFAULT 22.1Events of Default Each of the events or circumstances set out in this Clause 22.1 is an Event of Default. 22.1.1Non-payment A Security Party does not pay on the due date any amount payable by it under a Finance Document at the place at and in the currency in which it is expressed to be payableunless:(a)its failure to pay is caused by: (i)administrative or technical error; or Page 71 of 120(ii)a Disruption Event; and (b)payment is made within three Business Days of its due date. 22.1.2Other specific obligations (a)Any requirement of Clause 20 (Financial Covenants) is not satisfied provided that no Event of Default shall occur under this Clause 22.1.3(a) if the failure to complyis remedied within five Business Days of the earlier of (i) the Agent giving notice to the Borrower and (ii) the Borrower or the Guarantor becoming aware of the failureto comply. (b)A Security Party does not comply with any obligation in a Finance Document relating to the Insurances or with Clause 16.16 (Additional security). 22.1.3Other obligations (a)A Security Party does not comply with any provision of a Finance Document (other than those referred to in Clause 22.1.1 (Non-payment) and Clause 22.1.2 (Otherspecific obligations). (b)No Event of Default under this Clause 22.1.3 will occur if the failure to comply is capable of remedy and is remedied within ten Business Days of the earlier of (i) theAgent giving notice to the Borrower and (ii) the Borrower becoming aware of the failure to comply. 22.1.4Misrepresentation Any representation or statement made or deemed to be repeated by a Security Party in any Finance Document or any other document delivered by or on behalf of a SecurityParty under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.22.1.5Cross default Any Financial Indebtedness of the Borrower or the Guarantor (including in its capacity as a Credit Support Provider):(a)is not paid when due nor within any originally applicable grace period; or (b)is declared to be, or otherwise becomes, due and payable prior to its specified maturity as a result of an event of default (however described); or (c)is capable of being declared by a creditor to be due and payable prior to its specified maturity as a result an event of default (howsoever described). No Event of Default will occur under this Clause 22.1.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within (a) to (c) isless than $1,000,000 in respect of the Borrower and $5,000,000 in respect of the Guarantor (or its equivalent in any other currency or currencies).Page 72 of 12022.1.6Insolvency (a)A Security Party is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts, or, by reason of actual or anticipatedfinancial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness. (b)The value of the assets of a Security Party is less than its liabilities (taking into account contingent and prospective liabilities). (c)A moratorium is declared in respect of any indebtedness of a Security Party. If a moratorium occurs, the ending of the moratorium will not remedy any Event ofDefault caused by that moratorium. 22.1.7Insolvency proceedings Any corporate action, legal proceedings or other procedure or step is taken for:(a)the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, bankruptcy or reorganisation (by way of voluntaryarrangement, scheme of arrangement or otherwise) of a Security Party; (b)a composition, compromise, assignment or arrangement with any creditor of a Security Party; (c)the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, or trustee or other similar officer in respect of a Security Party orany of its assets; or (d)enforcement of any Encumbrance over any assets of a Security Party, or any analogous procedure or step is taken in any jurisdiction.This Clause 22.1.7 shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 30 days of commencement.22.1.8Creditors' process Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of a Security Party having an aggregate value of $1,000,000 and is notdischarged within 30 days.22.1.9Unlawfulness and invalidity (a)It is or becomes unlawful for a Security Party to perform any of its obligations under the Finance Documents or any Encumbrance created or expressed to be createdor evidenced by the Security Documents ceases to be effective. (b)Any obligation or obligations of any Security Party under any Finance Documents are not (subject to the Legal Reservations) or cease to be legal, valid, binding orenforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents. Page 73 of 120(c)Any Finance Document ceases to be in full force and effect or any Encumbrance created or expressed to be created or evidenced by the Security Documents ceasesto be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective. 22.1.10Cessation of business A Security Party ceases, or threatens to cease, to carry on all or a substantial part of its business.22.1.11Change in ownership or control of the Borrower There is any change in the beneficial ownership or control of the Borrower from that advised to the Agent by the Borrower at the Effective Date (namely, being 100% directly orindirectly owned and controlled by the Guarantor). 22.1.12Expropriation The authority or ability of a Security Party to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention,restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to a Security Party or any of its assets.22.1.13Repudiation and rescission of agreements (a)A Security Party rescinds or repudiates a Finance Document or evidences an intention to rescind or repudiate a Finance Document. (b)Subject to Clause 22.1.13(c), any party to any of the Relevant Documents that is not a Finance Document rescinds or repudiates that Relevant Document in whole orin part where to do so has or is, in the opinion of the Majority Lenders, likely to have a Material Adverse Effect. (c)Any of the Management Agreements is terminated, cancelled or otherwise ceases to remain in full force and effect at any time prior to its contractual expiry date andis not immediately replaced by a similar agreement in form and substance satisfactory to the Majority Lenders. 22.1.14Conditions subsequent Any of the conditions referred to in Clause 3.3 (conditions subsequent) of the 2022 Amending and Restating Agreement is not satisfied (or waived by the Agent) in writingwithin the time required by the Agent.22.1.15Revocation or modification of Authorisation Any Authorisation of any governmental, judicial or other public body or authority which is now, or which at any time during the Facility Period becomes, necessary to enableany of the Security Parties to comply with any of their obligations under any Relevant Document is not obtained, is revoked, suspended, withdrawn or withheld, or is modifiedin a manner which is likely to have a Material Adverse Effect.Page 74 of 12022.1.16Loss of Vessel The Vessel suffers a Total Loss or is otherwise destroyed or abandoned, except that a Total Loss (which term shall for the purposes of the remainder of this Clause 22.1.16include an event similar to a Total Loss in relation to any other vessel) shall not be an Event of Default if:(a)the Vessel is insured in accordance with the Security Documents and a claim for Total Loss is available under the terms of the relevant insurances; and (b)no insurer has refused to meet or has disputed the claim for Total Loss and it is not apparent to the Agent in its discretion that any such refusal or dispute is likely tooccur; and (c)payment of all insurance proceeds in respect of the Total Loss is made in full to the Security Agent within 120 days of the occurrence of the casualty giving rise tothe Total Loss in question or such longer period as the Agent may in its discretion agree. 22.1.17Challenge to registration The registration of the Vessel or a Mortgage is contested or becomes void or voidable or liable to cancellation or termination, or the validity or priority of a Mortgage iscontested.22.1.18War The country of registration of the Vessel becomes involved in war (whether or not declared) or civil war or is occupied by any other power and the Agent in its discretionconsiders that, as a result, the security conferred by any of the Security Documents is materially prejudiced. 22.1.19Master Agreement termination A notice is given by the Swap Provider under section 6(a) of the Master Agreement, or by any person under section 6(b)(iv) of the Master Agreement, in either casedesignating an Early Termination Date for the purpose of the Master Agreement, or the Master Agreement is for any other reason terminated, cancelled, suspended, rescinded,revoked or otherwise ceases to remain in full force and effect.22.1.20Notice of determination The Guarantor gives notice to the Security Agent to determine any obligations under the Guarantee.22.1.21Litigation Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened in relation to the RelevantDocuments or the transactions contemplated in the Relevant Documents or against a Security Party or its assets which have or are likely to have a Material Adverse Effect.Page 75 of 12022.1.22Material adverse change Any event or circumstance occurs which the Majority Lenders believe has or is likely to have a Material Adverse Effect.22.1.23Sanctions (a)Any of the Security Parties or any Affiliate of any of them becomes a Prohibited Person or becomes owned or controlled by, or acts directly or indirectly on behalf of,a Prohibited Person or any of such persons becomes the owner or controller of a Prohibited Person. (b)Any breach of article 21.5.3 (Sanctions). (c)Any of the Security Parties, any other member of the Group or any Affiliate of any of them is not in compliance with all Sanctions. 22.1.24Shareholding in Guarantor Any investor or group of investors acts in concert to gain ownership or control of more than thirty three and one third per cent (33½%) of shares in the Guarantor.22.2Acceleration On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders:(a)by notice to the Borrower cancel the Total Commitments, at which time they shall immediately be cancelled; (b)by notice to the Borrower declare that the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents areimmediately due and payable, at which time they shall become immediately due and payable; (c)by notice to the Borrower declare that the Loan is payable on demand, at which time it shall immediately become payable on demand by the Agent on the instructionsof the Majority Lenders; and/or (d)exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents. Page 76 of 120SECTION 9CHANGES TO PARTIES 23.CHANGES TO THE LENDERS 23.1Assignments and transfers by the Lenders (a)Subject to this Clause 23, a Lender (the "Existing Lender") may: (i)assign any of its rights; or (ii)transfer by novation any of its rights and obligations, under any Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose ofmaking, purchasing or investing in loans, securities or other financial assets (including, without limitation a member of the European System of Central Banks) (the"New Lender").(b)Any assignment or transfer shall be in a minimum amount of $10,000,000. (c)Subject to Clause 23.1 (d) below, the consent of the Guarantor is required for an assignment or transfer by an Existing Lender (such consent not to be unreasonablywithheld or delayed) and provided that the Guarantor's consent shall be deemed to have been given on the expiry of five (5) Business Days after the relevant Lenderhas requested the Guarantor's consent in writing unless the Guarantor has expressly refused its consent within such five (5) Business Day period. (d)The consent of the Guarantor shall not be required for an assignment or transfer by an Existing Lender where the assignment or transfer is: (i)to another Lender or an Affiliate or a related fund of a Lender; (ii)to a reputable shipping bank which has a minimum rating of "BBB" at Standard & Poor or "Baa" at Moody's; (iii)to a Central Bank, Federal Reserve or to another state-owned entity; (iv)to any sub-participant where the Existing Lender retains all its obligations in respect of the transferred, assigned or participated amounts; or (v)made at a time when an Event of Default is continuing or a Sanctions Event has occurred. In the case of (d)(i) to (d)(v) above an Existing Lender may freely proceed with any such transfer or assignment. 23.2Conditions of assignment or transfer 23.2.1An assignment will only be effective on: (a)receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the sameobligations to the other Finance Parties as it would have been under if it was an Original Lender; and Page 77 of 120(b)performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to aNew Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 23.2.2A transfer will only be effective if the procedure set out in Clause 23.5 (Procedure for transfer) is complied with. 23.2.3If: (a)a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (b)as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender orLender acting through its new Facility Office under Clause 11 (Tax Gross Up and Indemnities) or Clause 12 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender orLender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.23.2.4Each New Lender confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalfof the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with thisAgreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. 23.3Assignment or transfer fee Unless the Agent otherwise agrees and excluding an assignment or transfer (i) to an Affiliate of a Lender or (ii) to a Related Fund, the New Lender shall, on the date uponwhich an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of $5,000.23.4Limitation of responsibility of Existing Lenders 23.4.1Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for: (a)the legality, validity, effectiveness, adequacy or enforceability of the Relevant Documents or any other documents; (b)the financial condition of any Security Party; (c)the performance and observance by any Security Party of its obligations under the Relevant Documents or any other documents; or Page 78 of 120(d)the accuracy of any statements (whether written or oral) made in or in connection with any of the Relevant Documents or any other document, and any representations or warranties implied by law are excluded.23.4.2Each New Lender confirms to the Existing Lender and the other Finance Parties that it: (a)has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Security Party and its relatedentities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connectionwith any of the Relevant Documents; and (b)will continue to make its own independent appraisal of the creditworthiness of each Security Party and its related entities whilst any amount is or may be outstandingunder the Finance Documents or any Commitment is in force. 23.4.3Nothing in any Finance Document obliges an Existing Lender to: (a)accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 23; or (b)support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Security Party of its obligations under the RelevantDocuments or otherwise. 23.5Procedure for transfer 23.5.1Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with Clause 23.5.3 when the Agent executes anotherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to Clause 23.2.l(b), as soon as reasonablypracticable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with theterms of this Agreement, execute that Transfer Certificate. 23.5.2The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary"know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. 23.5.3Subject to Clause 23.9 (Pro rata interest settlement), on the Transfer Date: (a)to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents the Borrowerand the Guarantor and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rightsagainst one another shall be cancelled (being the "Discharged Rights and Obligations"); Page 79 of 120(b)the Borrower and the Guarantor and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from theDischarged Rights and Obligations only insofar as the Borrower and the Guarantor and the New Lender have assumed and/or acquired the same in place of theBorrower and the Guarantor and the Existing Lender; (c)the Agent, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they wouldhave acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer andto that extent the Agent, the Security Agent and the Existing Lender shall each be released from further obligations to each other under this Agreement; and (d)the New Lender shall become a Party as a "Lender". 23.6Procedure for assignment 23.6.1Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with Clause 23.6.3 when the Agentexecutes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to Clause 23.6.2, as soon asreasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered inaccordance with the terms of this Agreement, execute that Assignment Agreement. 23.6.2The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with allnecessary "know your customer" or similar checks under all applicable laws and regulations in relation to the assignment to such New Lender. 23.6.3Subject to Clause 23.9 (Pro rata interest settlement), on the Transfer Date: (a)the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of any Encumbrance created or expressed to becreated or evidenced by the Security Documents and expressed to be the subject of the assignment in the Assignment Agreement; (b)the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (andany corresponding obligations by which it is bound in respect of any Encumbrance created or expressed to be created or evidenced by the Security Documents); and (c)the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations. 23.6.4Lenders may utilise procedures other than those set out in this Clause 23.6 to assign their rights under the Finance Documents (but not, without the consent of the relevantSecurity Party or unless in accordance with Clause 23.5 (Procedure for transfer), to obtain a release by that Security Party from the obligations owed to that Security Party bythe Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 23.2 (Conditions of assignment ortransfer). Page 80 of 12023.7Copy of Transfer Certificate or Assignment Agreement to Borrower The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrower a copy of that TransferCertificate or Assignment Agreement. 23.8Security over Lenders' rights In addition to the other rights provided to Lenders under this Clause 23, each Lender may without consulting with or obtaining consent from any Security Party, at any timecharge, assign or otherwise create Encumbrances in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secureobligations of that Lender including, without limitation:23.8.1any charge, assignment or other Encumbrance to secure obligations to a federal reserve or central bank; and 23.8.2in the case of any Lender which is a fund, any charge, assignment or other Encumbrance granted to any holders (or trustee or representatives of holders) of obligations owed,or securities issued, by that Lender as security for those obligations or securities, except that no such charge, assignment or Encumbrance shall:(a)release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Encumbrance for theLender as a party to any of the Finance Documents; or (b)require any payments to be made by a Security Party other than or in excess of, or grant to any person any more extensive rights than, those required to be made orgranted to the relevant Lender under the Finance Documents. 23.9Pro rata interest settlement 23.9.1If the Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New Lenders then (in respect of any transferpursuant to Clause 23.5 (Procedure for transfer) or any assignment pursuant to Clause 23.6 (Procedure for assignment) the Transfer Date of which is after the date of suchnotification and is not on the last day of an Interest Period): (a)any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of theExisting Lender up to but excluding the Transfer Date ("Accrued Amounts") and shall become due and payable to the Existing Lender (without further interestaccruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than three months, on the next of the dates which falls at threemonthly intervals after the first day of that Interest Period); and (b)the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt: (i)when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and Page 81 of 120(ii)the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 23.9, have been payable to it onthat date, but after deduction of the Accrued Amounts. 23.9.2In this Clause 23.9 references to "Interest Period" shall be construed to include a reference to any other period for accrual of fees. 24.NO CHANGES TO THE SECURITY PARTIES 24.1No assignment or transfer by Security Parties No Security Party may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.SECTION 10THE FINANCE PARTIES 25.ROLE OF THE AGENT AND THE SECURITY AGENT 25.1Appointment of the Agent 25.1.1Each of the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents and each of the Lenders and the Agent appoints the SecurityAgent to act as its security agent for the purpose of the Security Documents. 25.1.2Each of the Lenders authorises the Agent and each of the Lenders and the Agent authorises the Security Agent to perform the duties, obligations and responsibilities and toexercise the rights, powers, authorities and discretions specifically given to the Agent or the Security Agent (as the case may be) under or in connection with the FinanceDocuments together with any other incidental rights, powers, authorities and discretions. 25.1.3The Swap Provider appoints the Security Agent to act as its security agent for the purpose of the Security Documents and authorises the Security Agent to exercise the rights,powers, authorities and discretions specifically given to the Security Agent under or in connection with the Security Documents together with any other incidental rights,powers, authorities and discretions. 25.1.4Except in Clause 25.13 (Replacement of the Agent) or where the context otherwise requires, references in this Clause 25 to the "Agent" shall mean the Agent and the SecurityAgent individually and collectively and references in this Clause 25 to the "Finance Documents" or to any "Finance Document" shall not include the Master Agreement. 25.2Instructions 25.2.1The Agent shall: (a)unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent inaccordance with any instructions given to it by: (i)all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (ii)in all other cases, the Majority Lenders; and Page 82 of 120(b)not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with Clause 25.2.1(a). 25.2.2The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is adecision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising anyright, power, authority or discretion and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested. 25.2.3Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appearsin a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be bindingon all Finance Parties. 25.2.4The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it mayin its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any east, loss or liabilitywhich it may incur in complying with those instructions. 25.2.5In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders. 25.2.6The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any FinanceDocument. This Clause 25.2.6 shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Finance Documentsor the enforcement of the Finance Documents. 25.3Duties of the Agent 25.3.1The Agent's duties under the Finance Documents are solely mechanical and administrative in nature. 25.3.2Subject to Clause 25.3.3, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party. 25.3.3Without prejudice to Clause 23.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower), Clause 25.3.2 shall not apply to any Transfer Certificate or anyAssignment Agreement. 25.3.4Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document itforwards to another Party. 25.3.5If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify theFinance Parties. Page 83 of 12025.3.6If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Security Agent) underthis Agreement it shall promptly notify the other Finance Parties. 25.3.7The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no othersshall be implied). 25.4No fiduciary duties 25.4.1Subject to Clause 25.11 (Trust) which relates to the Security Agent only, nothing in any Finance Document constitutes the Agent as a trustee or fiduciary of any other person. 25.4.2The Agent shall not be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account. 25.5Business with Security Parties and the Group The Agent may accept deposits from, lend money to and generally engage in any kind of banking or other business with either Borrower, any other Security Party or itsAffiliate and any other member of the Group.25.6Rights and discretions of the Agent 25.6.1The Agent may: (a)rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; (b)assume that: (i)any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the FinanceDocuments; and (ii)unless it has received notice of revocation, that those instructions have not been revoked; and (iii)rely on a certificate from any person: (A)as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (B)to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of (A), may assume the truth and accuracy of that certificate.25.6.2The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders or security agent for the Finance Parties (as the case may be)) that: (a)no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Events of Default)); Page 84 of 120(b)any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (c)any notice or request made by the Borrower (other than a Drawdown Request) is made on behalf of and with the consent and knowledge of all the Security Parties. 25.6.3The Agent may engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts. 25.6.4Without prejudice to the generality of Clause 25.6.3 or Clause 25.6.5, the Agent may at any time engage and pay for the services of any lawyers to act as independent counselto the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its opinion deems this to be desirable. 25.6.5The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent orby any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its sorelying. 25.6.6The Agent may act in relation to the Finance Documents through its officers, employees and agents and the Agent shall not: (a)be liable for any error of judgment made by any such person; or (b)be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct.25.6.7Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it believes it has received as agent under this Agreement. 25.6.8Without prejudice to the generality of Clause 25.6.7, the Agent: (a)may disclose; and (b)on the written request of the Borrower or the Majority Lenders shall, as soon as reasonably practicable, disclose, the identity of a Defaulting Lender to the Borrower and to the other Finance Parties.25.6.9Notwithstanding any other prov1s1on of any Finance Document to the contrary, the Agent is not obliged to do or omit to do anything if it would or might in its opinionconstitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. 25.6.10The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose ofClause 9.2 (Market Disruption). Page 85 of 12025.6.11Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability inthe performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of suchfunds or adequate indemnity against, or security for, such risk or liability is not assured to it. 25.7Responsibility for documentation The Agent is not responsible or liable for:(a)the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, a Security Party or any other person given in or inconnection with any Relevant Document or the transactions contemplated in the Relevant Documents; or (b)the legality, validity, effectiveness, adequacy or enforceability of any Relevant Document or any other agreement, arrangement or document entered into, made orexecuted in anticipation of or in connection with any Relevant Document; or (c)any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated orprohibited by applicable law or regulation relating to insider dealing or otherwise. 25.8No duty to monitor The Agent shall not be bound to enquire:(a)whether or not any Default has occurred; (b)as to the performance, default or any breach by any Party of its obligations under any Finance Document; or (c)whether any other event specified in any Finance Document has occurred. 25.9Exclusion of liability 25.9.1Without limiting Clause 25.9.2 (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent) the Agent shall not beliable for: (a)any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or inconnection with any Finance Document or any Encumbrance created or expressed to be created or evidenced by the Security Documents, unless directly caused byits gross negligence or wilful misconduct; (b)exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, any Encumbrance created orexpressed to be created or evidenced by the Security Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of,under or in connection with, any Finance Document or any Encumbrance created or expressed to be created or evidenced by the Security Documents; (c)any shortfall which arises on the enforcement or realisation of the Trust Property; or Page 86 of 120(d)without prejudice to the generality of Clauses 25.9.l(a), 25.9.l(b) and 25.9.l(c), any damages, costs or losses to any person, any diminution in value or any liabilitywhatsoever arising as a result of: (i)any act, event or circumstance not reasonably within its control; or (ii)the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or othergovernmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value ofassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters oracts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.25.9.2No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or inrespect of any act or omission of any kind by that officer, employee or agent in relation to any Relevant Document and any officer, employee or agent of the Agent may rely onthis Clause. 25.9.3The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by theAgent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing orsettlement system used by the Agent for that purpose. 25.9.4Nothing in this Agreement shall oblige the Agent to carry out: (a)any "know your customer" or other checks in relation to any person; (b)any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender, on behalf of any Lender and each Lender confirms to the Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on anystatement in relation to such checks made by the Agent.25.9.5Without prejudice to any prov1s1on of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with anyFinance Document or any Encumbrance created or expressed to be created or evidenced by the Security Documents shall be limited to the amount of actual loss which hasbeen finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result ofsuch default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall theAgent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether ornot the Agent has been advised of the possibility of such loss or damages. Page 87 of 12025.10Lenders' indemnity to the Agent 25.10.1Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior totheir reduction to zero) indemnify the Agent and every Receiver and Delegate, within three Business Days of demand, against any cost, loss or liability incurred by any of them(otherwise than by reason of the relevant Agent's, Receiver's or Delegate's gross negligence or wilful misconduct) in acting as Agent, Receiver or Delegate under, or exercisingany authority conferred under, the Finance Documents (unless the relevant Agent, Receiver or Delegate has been reimbursed by a Security Party pursuant toa FinanceDocument). 25.10.2Subject to Clause 25.10.3, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to Clause 25.10.1 25.10.3Clause 25.10.2 shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to a SecurityParty. 25.11Trust The Security Agent agrees and declares, and each of the other Finance Parties acknowledges, that, subject to the terms and conditions of this Clause 25.11, the Security Agentholds the Trust Property on trust for the Finance Parties absolutely. Each of the other Finance Parties agrees that the obligations, rights and benefits vested in the SecurityAgent shall be performed and exercised in accordance with this Clause 25.11. The Security Agent shall have the benefit of all of the provisions of this Agreement benefiting itin its capacity as security agent for the Finance Parties, and all the powers and discretions conferred on trustees by the Trustee Act 1925 (to the extent not inconsistent withthis Agreement). In addition:(a)the Security Agent and any Delegate may indemnify itself or himself out of the Trust Property against all liabilities, costs, fees, damages, charges, losses andexpenses sustained or incurred by it or him in relation to the taking or holding of any of the Trust Property or in connection with the exercise or purported exercise ofthe rights, trusts, powers and discretions vested in the Security Agent or any Delegate by or pursuant to the Security Documents or in respect of anything else doneor omitted to be done in any way relating to the Security Documents; (b)the other Finance Parties acknowledge that the Security Agent shall be under no obligation to insure any property nor to require any other person to insure anyproperty and shall not be responsible for any loss which may be suffered by any person as a result of the lack or insufficiency of any insurance; (c)the Finance Parties agree that the perpetuity period applicable to the trusts declared by this Agreement shall be the period of 125 years from the Effective Date; (d)the Security Agent shall not be liable for any failure, omission, or defect in perfecting the security constituted or created by any Finance Document including, withoutlimitation, any failure to register the same in accordance with the provisions of any of the documents of title of any Security Party to any of the assets therebycharged or effect or procure registration of or otherwise protect the security created by any Security Document under any registration laws in any jurisdiction andmay accept without enquiry such title as any Security Party may have to any asset; Page 88 of 120(e)the Security Agent shall not be under any obligation to hold any title deed, Finance Document or any other documents in connection with the Finance Documents orany other documents in connection with the property charged by any Finance Document or any other such security in its own possession or to take any steps toprotect or preserve the same, and may permit any Security Party to retain all such title deeds, Finance Documents and other documents in its possession; and (f)save as otherwise provided in the Finance Documents, all moneys which under the trusts therein contained are received by the Security Agent may be invested inthe name of or under the control of the Security Agent in any investment for the time being authorised by English law for the investment by trustees of trust moneyor in any other investments which may be selected by the Security Agent, and the same may be placed on deposit in the name of or under the control of the SecurityAgent at such bank or institution (including the Security Agent) and upon such terms as the Security Agent may think fit. The provisions of Part I of the Trustee Act 2000 shall not apply to the Security Agent or the Trust Property.25.12Resignation of the Agent 25.12.1The Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower. 25.12.2Alternatively the Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with theBorrower) may appoint a successor Agent. 25.12.3If the Majority Lenders have not appointed a successor Agent in accordance with Clause 25.12.2 within 20 days after notice of resignation was given, the retiring Agent (afterconsultation with the Borrower) may appoint a successor Agent. 25.12.4If the Agent wishes to resign because it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent underClause 26.12.3, the Agent may (if it concludes that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent)agree with the proposed successor Agent amendments to this Clause 25 consistent with then current market practice for the appointment and protection of corporate trusteestogether with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and thoseamendments will bind the Parties. 25.12.5The retiring Agent shall, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request forthe purposes of performing its functions as Agent under the Finance Documents. The Guarantor shall, within three Business Days of demand, reimburse the retiring Agent forthe amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. Page 89 of 12025.12.6The Agent's resignation notice shall only take effect upon the appointment of a successor and (in the case of the Security Agent) the transfer of all the Trust Property to thatsuccessor. 25.12.7Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations underClause 25.12.5) but shall remain entitled to the benefit of Clause 13.3 (Indemnity to the Agent) and this Clause 25 (and any agency fees for the account of the retiring Agentshall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves asthey would have had if such successor had been an original Party. 25.12.8The Agent shall resign in accordance with Clause 25.12.2 (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to Clause25.12.3) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (a)the Agent fails to respond toa request under Clause 11.7 (FATCA information) and the Guarantor or a Lender reasonably believes that the Agent will not be (or willhave ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (b)the information supplied by the Agent pursuant to Clause 11.7 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA ExemptParty on or after that FATCA Application Date; or (c)the Agent notifies the Borrower and the Lenders in writing that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCAApplication Date; and (in each case) the Guarantor or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were aFATCA Exempt Party, and the Guarantor or that Lender, by notice to the Agent, requires it to resign.25.13Replacement of the Agent 25.13.1After consultation with the Borrower, the Majority Lenders may, by giving 30 days' notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorternotice determined by the Majority lenders) replace the Agent by appointing a successor Agent. 25.13.2The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents andrecords and provide such assistance as the successor Agent may reasonably request for the purposes of performing its function as Agent under the Finance Documents. 25.13.3The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiringAgent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under Clause 25.13.2 but shall remain entitled to thebenefit of Clause 13.3 (Indemnity to the Agent) and this Clause 25 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payableon) that date). Page 90 of 12025.13.4Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been anoriginal Party. 25.14Confidentiality 25.14.1In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of itsdivisions or departments. 25.14.2If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed tohave notice of it. 25.15Relationship with the Lenders 25.15.1Subject to Clause 23.9 (Pro rata interest settlement), the Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent'sprincipal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office: (a)entitled to or liable for any payment due under any Finance Document on that day; and (b)entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made ordelivered on that day, unless it has received not less than five Business Days' prior notice from that Lender to the contrary in accordance with the terms of this Agreement.25.15.2Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or dispatched to thatLender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permittedunder Clause 30.6 (Electronic communication)) electronic mail address and/or any other information required to enable the sending and receipt of information by that means(and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number,electronic mail address, department and officer by that Lender for the purposes of Clause 30.2 (Addresses) and Clause 30.6.1(b) (Electronic communication) and the Agent shallbe entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender. 25.16Credit appraisal by the Lenders Without affecting the responsibility of any Security Party for information supplied by it or on its behalf in connection with any Relevant Document, each Lender confirms tothe Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connectionwith any Relevant Document including but not limited to:(a)the financial condition, status and nature of each Security Party; Page 91 of 120(b)the legality, validity, effectiveness, adequacy or enforceability of any Relevant Document and any other agreement, arrangement or document entered into, made orexecuted in anticipation of, under or in connection with any Relevant Document; (c)whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with anyRelevant Document, the transactions contemplated by the Relevant Document or any other agreement, arrangement or document entered into, made or executed inanticipation of under or in connection with any Relevant Document; and (d)the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any Encumbrance created or expressed to becreated or evidenced by the Security Documents or the existence of any Encumbrance affecting the Charged Property. 25.17Deduction from amounts payable by the Agent If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount fromany payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of theamount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted. 26.CONDUCT OF BUSINESS BY THE FINANCE PARTIES No provision of this Agreement will:(a)interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit; (b)oblige any Finance Party to investigate or claim any credit, relief, rem1ss1on or repayment available to it or the extent, order and manner of any claim; or (c)oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax. 27.SHARING AMONG THE FINANCE PARTIES 27.1Payments to Finance Parties If a Finance Party (a "Recovering Finance Party") receives or recovers any amount from a Security Party other than in accordance with Clause 28 (Payment Mechanics) (a"Recovered Amount") and applies that amount to a payment due under the Finance Documents then:(a)the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent; (b)the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recoverybeen received or made by the Agent and distributed in accordance with Clause 28 (Payment Mechanics), without taking account of any Tax which would be imposedon the Agent in relation to the receipt, recovery or distribution; and Page 92 of 120(c)the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receiptor recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordancewith Clause 28.6 (Partial payments). 27.2Redistribution of payments The Agent shall treat the Sharing Payment as if it had been paid by the relevant Security Party and distribute it between the Finance Parties (other than the Recovering FinanceParty) (the "Sharing Finance Parties") in accordance with Clause 28.6 (Partial payments) towards the obligations of that Security Party to the Sharing Finance Parties.27.3Recovering Finance Party's rights On a distribution by the Agent under Clause 27.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from a Security Party, as between therelevant Security Party and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by thatSecurity Party.27.4Reversal of redistribution If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:27.4.1each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of itsshare of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Paymentwhich that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and 27.4.2as between the relevant Security Party and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paidby that Security Party. 27.5Exceptions 27.5.1This Clause 27 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claimagainst the relevant Security Party. 27.5.2A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result oftaking legal or arbitration proceedings, if: (a)it notified that other Finance Party of the legal or arbitration proceedings; and (b)that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable havingreceived notice and did not take separate legal or arbitration proceedings. Page 93 of 120SECTION 11ADMINISTRATION28.PAYMENT MECHANICS 28.1Payments to the Agent 28.1.1On each date on which a Security Party or a Lender is required to make a payment under a Finance Document (other than the Master Agreement), that Security Party or thatLender shall make the same available to the Agent for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlementof transactions in the relevant currency in the place of payment. 28.1.2Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Agent specifies. 28.2Distributions by the Agent Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 28.3 (Distributions toa Security Party) and Clause 28.4(Clawback and pre-funding) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (inthe case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days' notice with a bankspecified by that Party in the principal financial centre of the country of that currency.28.3Distributions to a Security Party The Agent may (with the consent of a Security Party or in accordance with Clause 29 (Set-Off)) apply any amount received by it for that Security Party in or towards payment(on the date and in the currency and funds of receipt) of any amount due from that Security Party under the Finance Documents or in or towards purchase of any amount ofany currency to be so applied. 28.4Clawback and pre-funding 28.4.1Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or performany related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum. 28.4.2Unless Clause 28.4.3 applies, if the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party towhom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on thatamount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds. 28.4.3If the Agent has notified the Lenders that it is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to theextent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower: Page 94 of 120(a)the Agent shall notify the Borrower of that Lender's identity and the Borrower to whom that sum was made available shall on demand refund it to the Agent; and (b)the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower to whom that sum was made available, shall ondemand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out thatsum before receiving those funds from that Lender. 28.5Impaired Agent 28.5.1If, at any time, the Agent becomes an Impaired Agent, a Security Party or a Lender which is required to make a payment under the Finance Documents to the Agent inaccordance with Clause 28.1 (Payments to the Agent) may instead either: (a)pay that amount direct to the required recipient(s); or (b)if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay that amount or the relevant partof that amount to an interest- bearing account held with an Acceptable Bank in relation to which no Insolvency Event has occurred and is continuing, in the name ofthe Security Party or the Lender making the payment (the "Paying Party") and designated as a trust account for the benefit of the Party or Parties beneficially entitledto that payment under the Finance Documents (the "Recipient Party" or "Recipient Parties"). In each case such payments must be made on the due date for payment under the Finance Documents.28.5.2All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the Recipient Party or the Recipient Parties pro rata to their respectiveentitlements. 28.5.3A Party which has made a payment in accordance with this Clause 28.5 shall be discharged of the relevant payment obligation under the Finance Documents and shall not takeany credit risk with respect to the amounts standing to the credit of the trust account. 28.5.4Promptly upon the appointment of a successor Agent in accordance with Clause 25.13 (Replacement of the Agent), each Paying Party shall (other than to the extent that thatParty has given an instruction pursuant to Clause 28.5.5) give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together withany accrued interest) to the successor Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with Clause 28.2 (Distributions by the Agent). 28.5.5A Paying Party shall, promptly upon request by a Recipient Party and to the extent: (a)that it has not given an instruction pursuant to Clause 28.5.4; and (b)that it has been provided with the necessary information by that Recipient Party, give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.Page 95 of 12028.6Partial payments 28.6.1If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by a Security Party under the Finance Documents (other than the MasterAgreement), the Agent shall apply that payment towards the obligations of that Security Party under the Finance Documents (other than the Master Agreement) in thefollowing order: (a)first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent or the Security Agent under the Finance Documents; (b)secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (c)thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (d)fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. 28.6.2The Agent shall, if so directed by the Majority Lenders, vary the order set out in Clauses 28.6.1(b) to 28.6.1(d). 28.6.3Clauses 28.6.1 and 28.6.2 will override any appropriation made by a Security Party. 28.7No set-off by Security Parties All payments to be made by a Security Party under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off orcounterclaim.28.8Business Days 28.8.1Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the precedingBusiness Day (if there is not). 28.8.2During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payableon the original due date. 28.9Currency of account 28.9.1Subject to Clauses 28.9.2 to 28.9.5, dollars is the currency of account and payment for any sum due from a Security Party under any Finance Document. 28.9.2A repayment or payment of all or part of the Loan or an Unpaid Sum shall be made in the currency in which the Loan or Unpaid Sum is denominated on its due date. 28.9.3Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued. Page 96 of 12028.9.4Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred. 28.9.5Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency. 28.10Control account The Agent shall open and maintain on its books- a control account in the name of the Borrower showing the advance of the Loan and the computation and payment of interestand all other sums due under this Agreement. The Borrower's obligation to repay the Loan and to pay interest and all other sums due under this Agreement shall be evidencedby the entries from time to time made in the control account opened and maintained under this Clause 28.10 and those entries will, in the absence of manifest error, beconclusive and binding.28.11Change of currency 28.11.1Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of thatcountry, then: (a)any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paidin, the currency or currency unit of that country designated by the Agent (after consultation with the Borrower); and (b)any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of thatcurrency or currency unit into the other, rounded up or down by the Agent. 28.11.2If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (and after consultation with the Borrower) specifies to be necessary, be amendedto comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency. 29.SET-OFF 29.1Set-off A Finance Party may set off any matured obligation due from a Security Party under the Finance Documents (to the extent beneficially owned by that Finance Party) againstany matured obligation owed by that Finance Party to that Security Party, regardless of the place of payment, booking branch or currency of either obligation. If the obligationsare in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. 29.2Master Agreement rights The rights conferred on the Swap Provider by this Clause 29 shall be in addition to, and without prejudice to or limitation of, the rights of netting and set off conferred on theSwap Provider by the Master Agreement.Page 97 of 12030.NOTICES 30.1Communications in writing Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter. 30.2Addresses The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document tobe made or delivered under or in connection with the Finance Documents is:(a)in the case of the Borrower, that identified with its name below on the signature page; (b)in the case of the Guarantor, that identified with its name below on the signature page; (c)in the case of each Lender, that notified in writing to the Agent on or prior to the date on which it becomes a Party; (d)in the case of the Swap Provider, that identified with its name below on the signature page; and (e)in the case of the Agent or the Security Agent, that identified with its name below on the signature page, or any substitute address, fax number, or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by theAgent) by not less than five Business Days' notice.30.3Delivery 30.3.1Any communication or document made or delivered by one Party to another under or in connection with the Finance Documents will only be effective: (a)if by way of email, when actually received in readable form; or (b)if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to itat that address; and, if a particular department or officer is specified as part of its address details provided under Clause 30.2 (Addresses), if addressed to that department or officer.30.3.2Any communication or document to be made or delivered to the Agent or the Security Agent will be effective only when actually received by the Agent or the Security Agentand then only if it is expressly marked for the attention of the department or officer identified with the Agent's or the Security Agent's signature below (or any substitutedepartment or officer as the Agent or the Security Agent shall specify for this purpose). Page 98 of 12030.3.3All notices from or to a Security Party (save in respect of the Master Agreement) shall be sent through the Agent. 30.3.4Any communication or document which becomes effective, in accordance with this Clause 30.3, after 5.00 p.m. in the place of receipt shall be deemed only to become effectiveon the following day. 30.4Notification of address and email address Promptly upon changing its address or email address, the Agent shall notify the other Parties. 30.5Communication when Agent is Impaired Agent If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent isan Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so thatcommunications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.30.6Electronic communication 30.6.1Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means to theextent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication and if those two Parties: (a)notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and (b)notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice. 30.6.2Any electronic communication made between those two Parties will be effective only when actually received in readable form and in the case of any electronic communicationmade by a Party to the Agent or the Security Agent only if it is addressed in such a manner as the Agent or the Security Agent shall specify for this purpose. 30.6.3Any electronic communication which becomes effective, in accordance with Clause 30.6.2, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on thefollowing day. 30.7English language Any notice given under or in connection with any Finance Document must be in English. All other documents provided under or in connection with any Finance Documentmust be:(a)in English; or Page 99 of 120(b)if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless thedocument is a constitutional, statutory or other official document. 31.CALCULATIONS AND CERTIFICATES 31.1Accounts In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by the Agent are prima facieevidence of the matters to which they relate. 31.2Certificates and determinations Any certification or determination by the Agent of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters towhich it relates.31.3Day count convention Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a yearof 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice. 32.PARTIAL INVALIDITY If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality,validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way beaffected or impaired. 33.REMEDIES AND WAIVERS No failure to exercise, nor any delay in exercising, on the part of any Finance Party or Secured Party, any right or remedy under a Finance Document shall operate as a waiver ofany such right or remedy or constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of any Finance Party or SecuredParty shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right orremedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.34.AMENDMENTS AND WAIVERS 34.1Required consents 34.1.1Subject to Clause 34.2 (Exceptions) any term of the Finance Documents (other than the Master Agreement) may be amended or waived only with the consent of the MajorityLenders and the Borrower and any such amendment or waiver will be binding on all Parties. Page 100 of 12034.1.2The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 34. 34.1.3Without prejudice to the generality of Clauses 25.6.3, 25.6.4 and 25.6.5 (Rights and discretions of the Agent), the Agent may engage, pay for and rely on the services of lawyersin determining the consent level required for and effecting any amendment, waiver or consent under this Agreement. 34.2Exceptions 34.2.1An amendment, waiver or (in the case of a Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or whichrelates to: (a)the definition of "Majority Lenders" in Clause 1.1 (Definitions); (b)an extension to the date of payment of any amount under the Finance Documents; (c)a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d)a change in currency of payment of any amount under the Finance Documents; (e)an increase in any Commitment, an extension of the Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of theLenders rateably; (f)a change to the Borrower or a change to the Guarantor; (g)any provision which expressly requires the consent of all the Lenders; (h)Clause 2.2 (Finance Parties' rights and obligations), Clause 23 (Changes to the Lenders), this Clause 34, Clause 39 (Governing Law) or Clause 40.1 (Jurisdiction ofEnglish courts); (i)(other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i)any Guarantee; (ii)the Charged Property; or (iii)the manner in which the proceeds of enforcement of the Security Documents are distributed; or (j)the release of any Guarantee or of any Encumbrance created or expressed to be created or evidenced by the Security Documents unless permitted under thisAgreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of any Encumbrance created or expressed to be created orevidenced by the Security Documents where such sale or disposal is expressly permitted under this Agreement or any other Finance Document; shall not be made, or given, without the prior consent of all the Lenders.Page 101 of 12034.3Other Exceptions 34.3.1An amendment or waiver which relates to the rights or obligations of the Agent or the Security Agent (each in their capacity as such) may not be effected without the consentof the Agent or the Security Agent as the case may be. 34.3.2An amendment or waiver to a Finance Document that has the effect of amending or waiving the rights or obligations of the Swap Provider may not be effected without the priorwritten consent of the Swap Provider. 34.4Excluded Commitments If:(a)any Defaulting Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote ofLenders under the terms of this Agreement within a period agreed by the Agent after consultation with the Borrower; or (b)any Lender which is not a Defaulting Lender fails to respond to such a request (other than an amendment, waiver or consent referred to in Clauses 34.2.1(b), 34.2.1(c)and 34.2.1(e) (Exceptions)) or other or such a vote within a period agreed by the Agent after consultation with the Borrower, then: (i)its Commitment(s) shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage(including, for the avoidance of doubt, unanimity) of Total Commitments has been obtained to approve that request; and (ii)its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained toapprove that request. 34.5Changes to reference rates (a)Subject to Clause 34.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate any amendment or waiver whichrelates to: (i)providing for the use of a Replacement Reference Rate in place of that Published Rate; and (ii)(A)aligning any provision of any Finance Document to the use of that Replacement Reference Rate; (B)enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, anyconsequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement); Page 102 of 120(C)implementing market conventions applicable to that Replacement Reference Rate; (D)providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or (E)adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as aresult of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formallydesignated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation,nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Obligors. (b)If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 20 Business Days (or such longer time period inrelation to any request which the Borrower and the Agent may agree) of that request being made: (i)its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the relevant Facility when ascertaining whether anyrelevant percentage of Total Commitments has been obtained to approve that request; and (ii)its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained toapprove that request. (c)In this Clause 34.5: "Published Rate" means: (a)SOFR; or (b)the Term SOFR for any Quoted Tenor. "Published Rate Replacement Event" means, in relation to a Published Rate: (a)the methodology, formula or other means of determining that Published Rate has, in the opinion of the Majority Lenders and the Obligors, materially changed; (b) (i)(A)the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or Page 103 of 120(B)information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange,regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of thatPublished Rate is insolvent, provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate; (ii)the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently orindefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate; (iii)the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently orindefinitely discontinued; or (iv)the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or (c)the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that thatPublished Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either: (i)the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Obligors) temporary; or (ii)that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than 20 days; or (d)in the opinion of the Majority Lenders and the Obligors, that Published Rate is otherwise no longer appropriate for the purposes of calculating interestunder this Agreement. "Quoted Tenor" means, in relation to Term SOFR, any period for which that rate is customarily displayed on the relevant page or screen of an information service. "Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committeesponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board. Page 104 of 120"Replacement Reference Rate" means a reference rate which is: (a)formally designated, nominated or recommended as the replacement for a Published Rate by: (i)the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as thatmeasured by that Published Rate); or (ii)any Relevant Nominating Body, and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement ReferenceRate" will be the replacement under paragraph (ii) above; (b)in the opinion of the Majority Lenders and the Obligors, generally accepted in the international or any relevant domestic syndicated loan markets as theappropriate successor to a Published Rate; or (c)in the opinion of the Majority Lenders and the Obligors, an appropriate successor to a Published Rate. 35.CONFIDENTIALITY 35.1Confidential Information Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 35.2 (Disclosure ofConfidential Information), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidentialinformation.35.2Disclosure of Confidential Information Any Finance Party may disclose:35.2.1to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such ConfidentialInformation as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this Clause 35.2.1 is informed inwriting of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to soinform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relationto the Confidential Information; 35.2.2to any person: (a)to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents orwhich succeeds (or which may potentially succeed) it as Agent or Security Agent and, in each case, to any of that person's Affiliates, Related Funds,Representatives and professional advisers; Page 105 of 120(b)with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction underwhich payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Security Parties and to any of that person'sAffiliates, Related Funds, Representatives and professional advisers; (c)appointed by any Finance Party or by a person to whom Clause 35.2.2(a) or 35.2.2(b) applies to receive communications, notices, information or documents deliveredpursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under Clause 25.15.2 (Relationship with the Lenders)); (d)who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in Clause 35.2.2(a) or35.2.2(b); (e)to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatoryauthority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation; (f)to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations,proceedings or disputes; (g)to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 23.8 (Security over Lenders'rights); (h)who is a Party; or (i)with the consent of the Borrower; in each case, such Confidential Information as that Finance Party shall consider appropriate if:(i)in relation to Clauses 35.2.2(a), 35.2.2(b) and 35.2.2(c), the person to whom the Confidential Information is to be given has entered into a ConfidentialityUndertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject toprofessional obligations to maintain the confidentiality of the Confidential Information; (ii)in relation to Clause 35.2.2(d), the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwisebound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such ConfidentialInformation may be price-sensitive information; (iii)in relation to Clauses 35.2.2(e), 35.2.2(f) and 35.2.2(g), the person to whom the Confidential Information is to be given is informed of its confidential natureand that some or all of such Confidential Information may be price- sensitive information except that there shall be no requirement to so inform if, in thereasonable opinion of that Finance Party, it is not practicable so to do in the circumstances; and Page 106 of 12035.2.3to any person appointed by that Finance Party or by a person to whom Clause 35.2.2(a) or 35.2.2(b) applies to provide administration or settlement services in respect of one ormore of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information asmay be required to be disclosed to enable such service provider to provide any of the services referred to in this Clause 35.2.3 if the service provider to whom the ConfidentialInformation is to be given has entered into a Confidentiality Undertaking; and 35.2.4to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normalrating activities in relation to the Finance Documents and/or the Security Parties and/or the Group if the rating agency to whom the Confidential Information is to be given isinformed of its confidential nature and that same or all of such Confidential Information may be price- sensitive information. Any Lender may also disclose the size and term ofthe Loan and the name of each of the Security Parties to any investor or a potential investor in a securitisation (or similar transaction of broadly equivalent economic effect) ofthat Lender's rights or obligations under the Finance Documents. 35.3Entire agreement This Clause 35 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding ConfidentialInformation and supersedes any previous agreement, whether express or implied, regarding Confidential Information.35.4Inside information Each of the Finance Parties acknowledges that same or all of the Confidential Information is or may be price-sensitive information and that the use of such information may beregulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use anyConfidential Information for any unlawful purpose. 35.5Notification of disclosure Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:(a)of the circumstances of any disclosure of Confidential Information made pursuant to Clause 35.2.2(e) (Disclosure of Confidential Information) except where suchdisclosure is made to any of the persons referred to in that Clause during the ordinary course of its supervisory or regulatory function; and (b)upon becoming aware that Confidential Information has been disclosed in breach of this Clause 35. Page 107 of 12035.6Continuing obligations The obligations in this Clause 35 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:(a)the date on which all amounts payable by the Security Parties under or in connection with the Finance Documents have been paid in full and the Loan has beencancelled or otherwise ceases to be available; and (b)the date on which such Finance Party otherwise ceases to be a Finance Party. 36.COUNTERPARTS Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of theFinance Document.37.NO RIGHTS AS SURETY Until the Indebtedness has been unconditionally and irrevocably paid and discharged in full, the Borrower agrees that it shall not, by virtue of any payment made under thisAgreement on account of the Indebtedness or by virtue of any enforcement by a Finance Party of its rights under this Agreement or by virtue of any relationship between, ortransaction involving, the Borrower or any other Security Party:(a)exercise any rights of subrogation in relation to any rights, security or moneys held or received or receivable by a Finance Party or any other person; or (b)exercise any right of contribution from any other Borrower or any other Security Party under any Finance Document; or (c)exercise any right of set-off or counterclaim against any other Borrower or any other Security Party; or (d)receive, claim or have the benefit of any payment, distribution, security or indemnity from any other Borrower or any other Security Party; or (e)unless so directed by the Agent (when the Borrower will prove in accordance with such directions), claim as a creditor of any other Borrower or any other SecurityParty in competition with any Finance Party and the Borrower shall hold in trust for the Finance Parties and forthwith pay or transfer (as appropriate) to the Agent any such payment (including an amount equal to anysuch set-off), distribution or benefit of such security, indemnity or claim in fact received by it. 38.BAIL-IN 38.1Contractual Recognition of Bail-In 38.1.1Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and acceptsthat any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority andacknowledges and accepts to be bound by the effect of: Page 108 of 120(a)any Bail-In Action in relation to any such liability, including (without limitation): (i)a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability; (ii)a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and (iii)a cancellation of any such liability; and (b)a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability. 38.2Bail-in Definitions In this clause 38: "Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; "Bail-In Action" means the exercise of any Write-down and Conversion Powers; "Bail-In Legislation" means: (a)in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation asdescribed in the EU Bail-In Legislation Schedule from time to time; (b)in relation to the United Kingdom, the UK Bail-In Legislation; and (c)in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requirescontractual recognition of any Write-down and Conversion Powers contained in that law or regulation; "EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway; "EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time; "Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers; "UK Bail-In Legislation" means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution ofunsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings);and "Write-down and Conversion Powers" means: Page 109 of 120(a)in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-InLegislation in the EU Bail-In Legislation Schedule; (b)in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank orinvestment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of aliability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations ofthat person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend anyobligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and (c)in relation to any other applicable Bail-In Legislation: (i)any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financialinstitution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person orany contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or anyother person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation inrespect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and (ii)any similar or analogous powers under that Bail-In Legislation. SECTION 12GOVERNING LAW AND ENFORCEMENT39.GOVERNING LAW This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. 40.ENFORCEMENT 40.1Jurisdiction of English courts 40.1.1The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence,validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute"). Each Party agrees that thecourts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary. 40.1.2This Clause 40.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courtswith jurisdiction. To the extent allowed by law, any Finance Party may take concurrent proceedings in any number of jurisdictions. Page 110 of 12040.2Service of process 40.2.1Without prejudice to any other mode of service allowed under any relevant law, the Borrower and the Guarantor: (a)irrevocably appoints Wikborg Rein UK Limited of 30 Cannon Street, London, EC4M 6XH, England as its agent for service of process in relation to any proceedingsbefore the English courts in connection with any Finance Document; and (b)agrees that failure by a process agent to notify the Borrower or the Guarantor (as the case may be) of the process will not invalidate the proceedings concerned. 40.2.2If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process or terminates its appointment as agent for service ofprocess, the Borrower or the Guarantor (as the case may be) must immediately (and in any event within five days of such event taking place) appoint another agent on termsacceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose. This Agreement has been entered into on the date stated at the beginning of this Agreement.Page 111 of 120Schedule 1 THE ORIGINAL LENDERS Name and address of Original LenderCommitmentCrédit Agricole Corporate and Investment Bank12, place des Etats-UnisCS 7005292547 Montrouge CedexFrance$37,500,000Page 112 of 120Schedule 2 FORM OF DRAWDOWN REQUEST DRAWDOWN REQUESTFrom:DHT Tiger LimitedTo:Crédit Agricole Corporate and Investment BankDated:Dear SirsDHT Tiger Limited - $37,500,000 Loan Agreement dated [ ] 2022 (the "Agreement")We refer to the Agreement. This is a Drawdown Request. Terms defined in the Agreement have the same meaning in this Drawdown Request unless given a different meaning in thisDrawdown Request.We wish to draw the Additional Advance on the following terms:Proposed Drawdown Date:[ ] (or, if that is not a Business Day, the next Business Day) Currency of Drawing:dollars Amount:[ ] Interest Period:[3 months]We confirm that each condition specified in Clause 3.2 of the 2022 Amending and Restating Agreement (Further conditions precedent) is satisfied on the date of this DrawdownRequest.The proceeds of the Additional Advance should be paid to [TBC]This Drawdown Request is irrevocable.Yours faithfully authorised signatory forDHT Tiger LimitedPage 113 of 120Schedule 3 FORM OF TRANSFER CERTIFICATE To:Crédit Agricole Corporate and Investment Bank as Agent and as Security Agent]From:[The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender")Dated: DHT Tiger Limited– $37,500,000 Loan Agreement dated [ ] 2022 (the "Loan Agreement") 1.We refer to the Loan Agreement. This agreement (the "Agreement") shall take effect as a Transfer Certificate for the purposes of the Loan Agreement. Terms defined in theLoan Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement. 2.We refer to Clause 23.5 (Procedure for transfer) of the Loan Agreement: (a)The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation and in accordance with Clause 23.5 (Procedure fortransfer) all of the Existing Lender's rights and obligations under the Loan Agreement and the other Finance Documents which relate to that portion of the ExistingLender's Commitment(s) and participations in the Loan under the Loan Agreement as specified in the Schedule. (b)The proposed Transfer Date is [ ].(c)The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 30.2 (Addresses) are set out in theSchedule. 3.The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 23.4.1(c) (Limitation of responsibility of Existing Lenders). 4.This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. 5.This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. 6.This Agreement has been entered into on the date stated at the beginning of this Agreement. Note:The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender's interest in any Encumbrance created or expressed to be created orevidenced by the Security Documents in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities arerequired to perfect a transfer of such a share in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.Page 114 of 120The ScheduleCommitment/rights and obligations to be transferred[insert relevant details][Facility Office address, fax number and attention details for notices and account details for payments,][Existing Lender][New Lender]By: By:This Agreement is accepted as a Transfer Certificate for the purposes of the Loan Agreement by the Agent and the Transfer Date is confirmed as [ ].Crédit Agricole Corporate and Investment BankBy:Crédit Agricole Corporate and Investment BankBy:Page 115 of 120Schedule 4 FORM OF COMPLIANCE CERTIFICATE To:Crédit Agricole Corporate and Investment BankFrom:DHT Holdings, Inc.Dated:Dear Sirs DHT Tiger Limited– $37,500,000 Loan Agreement dated [ ] 2022 (the "Agreement") 1.We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given adifferent meaning in this Compliance Certificate. 2.We confirm that on a consolidated basis for the Guarantor: (a)the Guarantor's consolidated Cash and Cash Equivalent is $[ ] being higher than (i) $30,000,000 and (ii) six per cent (6%) of the Total Interest Bearing Debt as per theattached calculations; and(b)the Guarantor's Value Adjusted Tangible Net Worth is $[ ] being higher than $300,000,000 as per the attached calculations; and (c)the Equity Ratio of the Guarantor is [ ]% being not less than twenty five per cent (25%) as per the attached calculations; and(d)the Working Capital of the Guarantor is $[ ] and is therefore greater than zero as per the attached calculations. 3.Attached is one valuation in respect of the Vessel from an Approved Shipbroker which evidence a Fair Market Value of $[] therefore the Security Cover Ratio of at least [135]%is satisfied. 4.Attached is one valuation from an Approved Shipbroker evidencing the fair market value of all the vessels currently in the Guarantor's fleet. 5.[We confirm that no Default is continuing.]1 Signed:[Director/Chief Financial OfficerDirectorOfofDHT Holdings, Inc.DHT Holdings, Inc.* If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.Page 116 of 120SignaturesThe BorrowerDHT Tiger Limited) )By:)Title: Attorney in fact)Address: Haakon VII's gate 1, POB 2039)Vika, 0125 Oslo, Norway) Email: lch@dhtankers.com)Department/Officer:) The Guarantor DHT Holdings, Inc.) )By:)Title: Attorney in fact)Address: Haakon VII's gate 1, POB 2039)Vika, 0125 Oslo, Norway) Email: lch@dhtankers.com)Department/Officer:)Page 117 of 120The Agent Crédit Agricole Corporate and)Investment Bank)By:)Title: Attorney in fact)Address: 12, place des Etats-Unis, CS 70052,)92547 Montrouge Cedex, France)Attention:Clémentine COSTIL / Romy ROUSSEL / Ludovic TRAVERTPhone:+33(0)1.41.89.90.47/+33(0)1.41.89.06.12/+33(0)1.41.89.15.51Email:clementine.costil@ca-cib.com / romy.roussel@ca-cib.com / ludovic.travert@ca-cib.comSecurity Agent Crédit Agricole Corporate and)Investment Bank)By:)Title: Attorney in fact)Address: 12, place des Etats-Unis, CS 70052, )92547 Montrouge Cedex, France) )Attention:Clémentine COSTIL / Romy ROUSSEL / Ludovic TRAVERTPhone:+33(0)1.41.89.90.47/+33(0)1.41.89.06.12/+33(0)1.41.89.15.51Email:clementine.costil@ca-cib.com / romy.roussel@ca-cib.com / ludovic.travert@ca-cib.comThe Original Lenders Crédit Agricole Corporate and)Investment Bank)By:)Title: Attorney in fact Attention:Mathieu GAGNEZ / Anne-Laure ORANGEPhone:33 (0)1.41.89.12.07 / +33 (0)1.41.89.10.65Email:mathieu.gagnez@ca-cib.com / anne-laure.orange@ca-cib.comPage 118 of 120The Swap Provider CréditAgricole Corporate and)Investment Bank)By:)Title: Attorney in fact)Address: 12, place des Etats-Unis, CS 70052, )92547 Montrouge Cedex, France) )Page 119 of 120SIGNATURE PAGEOBLIGORS For and on behalf of DHT TIGER LIMTIED (as Borrower) By:/s/ Jonathan C Page Name: Jonathan C Page Title: Attorney in fact For and on behalf of DHT HOLDINGS, INC. (as Guarantor) By:/s/ Jonathan C Page Name: Jonathan C Page Title: Attorney in fact FINANCE PARTIESFor and on behalf ofCRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK(as Agent)By:/s/ Anne-Laure Orange By:/s/ Mathieu Gagnez Name: Anne-Laure Orange Name: Mathieu GagnezTitle: Attorney in fact Title: Attorney in factFor and on behalf ofCRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK(Lender)By:/s/ Anne-Laure Orange By:/s/ Mathieu Gagnez Name: Anne-Laure Orange Name: Mathieu GagnezTitle: Attorney in fact Title: Attorney in factConfidentialPage 120 of 120For and on behalf ofCRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK(as Security Agent)By:/s/ Anne-Laure Orange By:/s/ Mathieu Gagnez Name: Anne-Laure Orange Name: Mathieu GagnezTitle: Attorney in fact Title: Attorney in factFor and on behalf ofCRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK(as Swap Provider)By:/s/ Michel Recio By:/s/ Thomas Roudie Name: Michel Recio Name: Thomas RoudieTitle: Attorney in fact Title: Attorney in factConfidentialExhibit 4.5EXECUTION VERSIONDATED 26 January 2023 Up to USD 405,000,000 SENIOR SECURED TERM LOAN FACILITIES AND REVOLVING CREDIT FACILITIES for the companieslisted in Schedule 1B hereto as joint and several original borrowersandany additional borrowers pursuant to the terms hereofwithDHT Holdings, Inc.as Guarantor arranged by ING Bank N.V.Nordea Bank Abp, filial i Norgeas Coordinators ING Bank, a branch of ING-DiBa AGNordea Bank Abp, filial i Norgeas Bookrunners ING Bank, a branch of ING-DiBaAG Nordea Bank Abp, filial i NorgeSkandinaviska Enskilda Banken AB (publ)ABN AMRO Bank N.V., Oslo BranchDanish Ship Finance A/SCrédit Agricole Corporate and Investment Bankas Mandated Lead Arrangerswith ING Bank N.V.as Agent and Security AgentPage 2 of 150TABLE OF CONTENTSClausePage 1.DEFINITIONS AND INTERPRETATION5 2.THE FACILITIES29 3.PURPOSE30 4.CONDITIONS OF UTILISATION31 5.UTILISATION33 6.ESTABLISHMENT OF INCREMENTAL FACILITIES34 7.REPAYMENT39 8.PREPAYMENT AND CANCELLATION40 9.OPTIONAL RATE SWITCH44 10.INTEREST44 11.INTEREST PERIODS45 12.CHANGES TO THE CALCULATION OF INTEREST46 13.FEES48 14.TAX GROSS UP AND INDEMNITIES49 15.INCREASED COSTS52 16.OTHER INDEMNITIES54 17.MITIGATION BY THE LENDERS55 18.COSTS AND EXPENSES55 19.SECURITY57 20.GUARANTEE AND INDEMNITY58 21.REPRESENTATIONS62 22.INFORMATION UNDERTAKINGS67 23.FINANCIAL COVENANTS72 24.GENERAL UNDERTAKINGS72 25.VESSEL UNDERTAKINGS78 26.EVENTS OF DEFAULT86 27.CHANGES TO THE LENDERS90 28.CHANGES TO THE OBLIGORS94 29.ROLE OF THE AGENT, THE SECURITY AGENT AND THE MANDATED LEAD ARRANGERS96 30.CONDUCT OF BUSINESS BY THE FINANCE PARTIES104 31.SHARING AMONG THE FINANCE PARTIES105 32.PAYMENT MECHANICS107 33.SET-OFF109Page 3 of 15034.NOTICES109 35.CALCULATIONS AND CERTIFICATES111 36.PARTIAL INVALIDITY111 37.REMEDIES AND WAIVERS112 38.AMENDMENTS AND WAIVERS112 39.CONFIDENTIALITY116 40.CONFIDENTIALITY OF FUNDING RATES119 41.COUNTERPARTS121 42.CONFLICT121 43.GOVERNING LAW122 44.ENFORCEMENT122 SCHEDULE 1 A THE ORIGINAL LENDERS123 SCHEDULE 1B ORIGINAL BORROWERS, ORIGINAL VESSELS, TRANCHES AND INSTALMENTS124 SCHEDULE 2 CONDITIONS PRECEDENT125 SCHEDULE 3 REQUESTS132 SCHEDULE 4 FORM OF TRANSFER CERTIFICATE135 SCHEDULE 5 FORM OF ACCESSION LETTER137 SCHEDULE 6 FORM OF COMPLIANCE CERTIFICATE138 SCHEDULE 7 FORM OF VALUATION CERTIFICATE140 SCHEDULE 8 FORM OF INCREMENTAL FACILITY NOTICE142 SCHEDULE 9 FA ACT SECTION 3-12146 EXECUTION PAGE147 Page 4 of 150THIS AGREEMENT is dated 26 January 2023 and made between: (1)THE ENTITIES set out as owners of the Original Vessels in Schedule 1B (Original Borrowers, Original Vessels, Tranches and instalments), as joint and severaloriginal borrowers (each an "Original Borrower" and together the "Original Borrowers"); (2)DHT HOLDINGS, INC., The Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands as guarantor (the "Guarantor"); (3)ING BANK N.V. and NORDEA BANK ABP, FILIAL I NORGE as coordinators (the "Coordinators"); (4)ING BANK, A BRANCH OF ING-DIBA AG and NORDEA BANK ABP, FILIAL I NORGE as bookrunners (the "Bookrunners"); (5)ING BANK, A BRANCH OF ING-DIBA AG, NORDEA BANK ABP, FILIAL I NORGE, SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), ABN AMRO BANKN.V., OSLO BRANCH, DANISH SHIP FINANCE A/S AND and CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK as mandated lead arrangers (the"Mandated Lead Arrangers"); (6)THE FINANCIAL INSTITUTIONS listed in Schedule 1A as original lenders (the "Original Lenders"); (7)THE FINANCIAL INSTITUTIONS listed in Schedule 1A as original hedging banks (the "Original Hedging Banks");(8)ING BANK N.V. as agent of the other Finance Parties (the "Agent"); and (9)ING BANK N.V. as security agent of the other Finance Parties (the "Security Agent").IT IS AGREED as follows:Page 5 of 150SECTION 1INTERPRETATION1.DEFINITIONS AND INTERPRETATION 1.1Definitions In this Agreement: "Accession Letter" means a document substantially in the form set out in Schedule 5 (Form of Accession Letter). "Account Bank" means Nordea Bank Abp, filial i Norge."Additional Borrower" means a company which becomes an Additional Borrower in accordance with Clause 28.2 (Additional Borrowers). "Additional Vessel" means, as of the Establishment Date for the relevant Incremental Facility, a vessel financed under an Incremental Facility and designatedas such in the relevant Incremental Facility Notice and "Additional Vessels" means all of them. "Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that HoldingCompany. "Aggregate Total Incremental Facility Commitments" means, at any time, the aggregate of the Total Incremental Facility Commitments relating to eachIncremental Facility. "Agreement" means this facilities agreement, as it may be amended, supplemented and varied in writing from time to time, including its schedules. "Annex VI" means Annex VI of the Protocol of 1997 (as subsequently amended from time to time) to amend the International Convention for the Preventionof Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto. "Approved Brokers" means Clarkson Valuations, Simpson, Spence and Young (SSY), Poten & Partners, Arrow Valuations and Fearnleys. "Approved Ship Registry" means the Marshall Islands Ship Registry, the Hong Kong Ship Registry, the French International Register (RIF) (provided thatsuch Vessel(s) is dual registered in accordance with Clause 25.3), the Isle of Man Ship Registry and any ship registry as approved in writing by the Agent(on behalf of the Majority Lenders) (such consent not to be unreasonably withheld). "Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investmentfirms. "Assignment Agreement" means a general assignment agreement for an assignment on first priority of (i) the Earnings, (ii) the insurance proceeds in respectof all Insurances, (iii) the Earnings Accounts and (iv) any monetary claims under any Secured Hedging Agreement to be executed by the relevant Borrowerin favour of the Security Agent (on behalf of the Finance Parties) as security for the Obligors' obligations under the Finance Documents in form andsubstance acceptable to all Lenders.Page 6 of 150"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration. "Availability Period" means: (a)for the Term Loan Facility, the period from and including the date of this Agreement up to and including 31 March 2023; (b)for the Revolving Credit Facility, the period from and including the date of this Agreement up to and including the date falling three (3) months prior tothe Maturity Date; and(c)for any Incremental Facility, the period from and including the Establishment Date for that Incremental Facility up to and including the date falling three(3) months prior to the Maturity Date. "Available Commitment" means any of the Available Revolving Credit Facility Commitments, the Available Term Loan Facility Commitments or AvailableIncremental Facility Commitments and "Available Commitments" means some or all of them (as the context requires). "Available Incremental Facility Commitment" means the aggregate of the Incremental Facility Commitments available under an Incremental Facility as fromtime to time reduced and/or cancelled per the terms of this Agreement, less any Loans outstanding under that Incremental Facility. "Available Revolving Credit Facility Commitment" means the aggregate of the Revolving Credit Facility Commitments as from time to time reduced and/orcancelled per the terms of this Agreement, less any Loans outstanding under the Revolving Credit Facility. "Available Term Loan Facility Commitment" means the aggregate of the Term Loan Facility Commitments as from time to time reduced and/or cancelled perthe terms of this Agreement, less any Loans outstanding under the Term Loan Facility. "Available Vessel Commitments" means, at any time: (a)relating to any Original Vessel, any Available Term Loan Facility Commitment and/or any Available Revolving Credit Facility Commitment pertaining tothat Vessel; and (b)relating to any Additional Vessel, any Available Incremental Facility Commitment pertaining to that Vessel. "Bail-In Action" means the exercise of any Write-down and Conversion Powers."Bail-In Legislation" means:(a)in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law orregulation as described in the EU Bail-In Legislation Schedule from time to time; (b)in relation to the United Kingdom, the UK Bail-In Legislation; andPage 7 of 150(c)in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time whichrequires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation. "Bareboat Charterer" means V.Ships France SAS and/or any other bareboat charterer approved by the Agent (acting on behalf of all Lenders). "Bareboat Charters" means, each as amended from time to time and entered into in connection with the dual registration of the relevant Vessel(s) in theBareboat Registry (i) any head bareboat charter entered into between the relevant Borrower as owner and the Bareboat Charterer as Charterer and (ii) anyrelated sub bareboat charter entered into between the Bareboat Charterer as disponent owner and the relevant Borrower as bareboat charterer, each enteredinto according to Clause 25.13 and designated as "Bareboat Charters" by the Agent and the Borrowers and "Bareboat Charter" means any of them. "Bareboat Registry" means the French International Register (RIF) and/or any other bareboat registry approved by the Agent (acting on behalf of all Lenders). "Borrower" means an Original Borrower and/or an Additional Borrower."Break Costs" means the amount (if any) by which:(a)the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum tothe last day of the current Interest Period in respect of a Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last dayof that Interest Period; exceeds: (b)the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with aleading bank in the relevant market for the applicable Reference Rate for a period starting on the Business Day following receipt or recovery and endingon the last day of the current Interest Period. "Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Oslo, Stockholm, Copenhagen, Frankfurt,Amsterdam, Paris, London and New York City. "Carbon Intensity and Climate Alignment Certificate" means a certificate from a Recognized Organization relating to a Vessel and a calendar year settingout:(a)the average efficiency ratio of that Vessel for all voyages performed by it over that calendar year using ship fuel oil consumption data required to becollected and reported in accordance with Regulation 22A of Annex VI in respect of that calendar year; and (b)the climate alignment of that Vessel for such calendar year, in each case as calculated in accordance with the Poseidon Principles.Page 8 of 150"Cash" means the aggregate amount of cash, bank deposits and fully marketable securities (issued by an A rated or better financial institution), excludingrestricted cash which is not at the disposal of the relevant company. "Central Bank Rate" means: (a)The short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time;or (b)if that target is not a single figure, the arithmetic mean of: (i)the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal ReserveBank of New York; and (ii)the lower bound of that target range. "Central Bank Rate Adjustment" means, in relation to any US Government Securities Business Day, the 20 per cent. trimmed arithmetic mean calculated bythe Agent (or by any other Finance Party which agrees to do so in place of the Agent) of the Central Bank Rate Spread for the five most immediatelypreceding US Government Securities Business Day for which the relevant Reference Rate is available. "Central Bank Rate Spread" means in relation to any relevant US Government Securities Business Day, the difference expressed as a percentage rate (perannum) calculated by the Agent (or by any other Finance Party which agrees to do so in place of the Agent) between:(a)the Reference Rate (Term SOFR or SOFR as relevant) for that day; and (b)the Central Bank Rate prevailing at close of business on that day. "Change of Control" means:(a)if any person or a group of persons acting in concert, gain direct or indirect control over the Guarantor; or (b)there is a change of ownership in any of the Borrowers (direct or indirect) or a person other than the Guarantor controls the appointment of the board ofdirectors for any Borrower. For the purposes of this definition, "control" of the Guarantor means (i) the power (whether by way of ownership of shares, proxy, contract, agency orotherwise) to cast, or control the casting of, more than thirty-three and a third per cent (33 ⅓%) of the maximum number of votes that might be cast at ageneral meeting of the Guarantor; or (ii) otherwise controls the appointment or removal of more than thirty-three and a third per cent (33 ⅓%) of the membersof the board of directors or other equivalent officers of the Guarantor; or (iii) the holding beneficially of more than thirty-three and a third per cent (33 ⅓%) ofthe issued shares of the Guarantor (excluding any part of that issued shares that carries no right to participate beyond a specified amount in a distribution ofeither profits or capital), and "acting in concert" means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal),actively co-operate, through the acquisition directly or indirectly of shares in the Guarantor by any of them, eitherPage 9 of 150directly or indirectly, to obtain or consolidate control of thirty-three and a third per cent (33 ⅓%) of the Guarantor. "Charterer" means any charterer acceptable to the Agent (acting on behalf of the Majority Lenders) under a Charterparty, hereunder any Bareboat Charterer. "Charterparty" means any time or bareboat charter or any pool agreement or any other agreements of employment (including for the avoidance of doubt anyBareboat Charter) entered or to be entered into between a Borrower and the relevant Charterer for the chartering of a Vessel for a period exceeding thirty-six(36) months subject to the provisions of Clause 25.13 (Chartering). "Charterparty Assignment" means one or more deeds of assignment on first priority of any Charterparty as the Agent (if required by any Lender) mayrequire, to be executed by any Borrower in favour of the Security Agent (on behalf of the Finance Parties) in form and substance acceptable to all Lenders. "Code" means the US Internal Revenue Code of 1986 as amended. "Commercial Management Agreement" means any agreement made or to be made between a Borrower and the Commercial Manager for the commercialmanagement of a Vessel. "Commercial Manager" means DHT Management AS or any other commercial manager acceptable to the Agent. "Commitment" means, at any time, a Term Loan Facility Commitment and/or a Revolving Credit Facility Commitment and/or an Incremental FacilityCommitment. "Compliance Certificate" means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate). "Confidential Information" means all information relating to any Obligor, the Finance Documents or the Facilities of which a Finance Party becomes aware inits capacity as, or for the purpose of becoming, a Finance Party which is received by a Finance Party in relation to, or for the purpose of becoming a FinanceParty under, the Finance Documents or the Facility from either:(a)any Obligor or any of its advisers; or (b)another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Obligor or any of its advisers, in whateverform, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains oris derived or copied from such information but excludes information that: (i)is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 39 (Confidentiality); or (ii)is identified in writing at the time of delivery as non-confidential by any Obligor or any of its advisers; or Page 10 of 150(iii)is known by that Finance Party before the date the information is disclosed to it in accordance with (a) or (b) or is lawfully obtained by thatFinance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with any Obligor and which, in either case,as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality. "Current Assets" means the aggregate of the current assets of a company as determined in accordance with GAAP. "Current Liabilities" means the aggregate of the current liabilities of a company, however excluding the current portion of long term debt maturing six (6)Months or more after the date of computation as well as excluding any balloon instalments under any financing arrangement. "Default" means an Event of Default or any event or circumstance specified in Clause 26 (Events of Default) which would (with the expiry of a grace period,the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default. "Delivery Date" means in respect of a Vessel, the date of actual delivery of the relevant Vessel to the relevant Borrower under a MOA or a ShipbuildingContract (as applicable). "DOC" means in relation to the Technical Manager a valid document of compliance relevant to the Vessels issued to such company pursuant to paragraph13.2 of the ISM Code. "Earnings" means all moneys whatsoever which are now or later become payable (actually or contingently) to a Borrower in respect of and/or arising out ofthe use of or operation of a Vessel, including (but not limited to):(a)all freight, hire and passage moneys payable to a Borrower, including (without limitation) payments of any nature under any contract or any otheragreement for the employment, use, possession, management and/or operation of a Vessel; (b)any claim under any guarantees related to hire payable to a Vessel as a consequence of the operation of such Vessel;(c)any compensation payable to a Borrower in the event of any requisition of a Vessel or for the use of such Vessel by any government authority or othercompetent authority; (d)remuneration for salvage, towage and other services performed by a Vessel payable to a Borrower; (e)demurrage and retention money receivable by a Borrower in relation to a Vessel; (f)all moneys which are at any time payable under the Insurances in respect of loss of earnings from a Vessel;(g)if and whenever a Vessel is employed on terms whereby any moneys falling within paragraphs (a) to (f) above are pooled or shared with any other person,that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to such Vessel; andPage 11 of 150(h)any other money which arise out of the use of or operation of a Vessel and moneys whatsoever due or to become due to a Borrower from third parties inrelation to a Vessel. "Earnings Accounts" means any account to be nominated and designated as an Earnings Account opened and maintained with the Account Bank in thename of the respective Borrower, or such other accounts designated as "Earnings Accounts" by the Guarantor and the Agent. "EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway. "Eligible Institution" means any Lender or other bank or financial institution or a trust, fund or other entity which is regularly engaged in or established forthe purpose of making, purchasing or investing in loans, securities or other financial assets excluding any Obligor or any of their Affiliates. "Environmental Claim" means any claim, proceeding, formal notice or investigation by any person or company in respect of any Environmental Law orEnvironmental Permits. "Environmental Law" means any applicable law or regulation which relates to: (a)the pollution or protection of the environment or to the carriage of material which is capable of polluting the environment;(b)harm to or the protection of human health; (c)the conditions of the workplace; or (d)any emission or substance capable of causing harm to any living organism or the environment. "Environmental Permits" means any permit, licence, consent, approval and other authorisation and the filing of any notification, report or assessmentrequired under any Environmental Law for the operation of business conducted on or from the properties owned or used by the relevant company. "Establishment Date" means, in relation to an Incremental Facility, the later of: (a)the proposed Establishment Date specified in the relevant Incremental Facility Notice; and(b)the date on which the Agent executes the relevant Incremental Facility Notice. "EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) fromtime to time. "Event of Default" means any event or circumstance specified as such in Clause 26 (Events of Default). "Excess Values" means the positive or negative (as the case may be) difference between (i) the Market Value (in respect of the Vessels) or the market value asestablished in accordance with the procedure described in the definition of "Market Value" (in respect of other vessels), and (ii) the book value of therelevant Vessel.Page 12 of 150"Existing Facility" means the up to USD 485,000,000 senior secured term loan facilities and revolving credit facilities agreement originally dated 24 April 2018as amended between inter alios certain of the Original Borrowers as borrowers, the Guarantor as guarantor, certain finance parties as lenders and the Agentas agent and security agent for the purpose of financing inter alia certain of the Original Vessels. "FA Act" means the Norwegian Financial Agreement Act 2020/146 (in No: finansavtaleloven) (as amended and replaced). "Facilities" means together the Term Loan Facility, the Revolving Credit Facility and any Incremental Facility made available under this Agreement asdescribed in Clause 2 (The Facilities) and "Facility" means any of them. "Facility Office" means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, bynot less than five (5) Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement. "FATCA" means: (a)sections 1471 to 1474 of the Code or any associated regulations; (b)any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US andany other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or (c)any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal RevenueService, the US government or any governmental or taxation authority in any other jurisdiction. "FATCA Application Date" means: (a)in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other paymentsfrom sources within the US), 1 July 2014; or(b)in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which suchpayment may become subject to a deduction or withholding required by FATCA. "FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA. "FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction. "Fee Letter" means any letter or letters between the Agent and the Borrowers setting out any of the fees referred to in Clause 13 (Fees).Page 13 of 150"Finance Document" means this Agreement, any Security Document, any Incremental Facility Notice, any Accession Letter, any Secured HedgingAgreement, any Manager's Undertaking, any Letter of Undertaking, any Fee Letter and any other document designated as such by the Agent and theBorrowers. "Finance Party" means each of the Agent, the Security Agent, the Coordinator, a Bookrunner, a Mandated Lead Arranger, a Hedging Bank and any Lender. "Financial Indebtedness" means any indebtedness for or in respect of: (a)moneys borrowed; (b)any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent; (c)any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; (d)the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capitallease;(e)receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); (f)any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;(g)any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating thevalue of any derivative transaction, only the marked to market value shall be taken into account); (h)any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by abank or financial institution; and(i)the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above. "Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 12.4 (Cost of funds). "GAAP" means generally accepted accounting principles such as IFRS."Green Passport" means a document listing all potential hazardous materials on board the relevant Vessel as further described by the relevant Vessel'sclassification society and/or the International Maritime Organisation (IMO), hereunder an Inventory of Hazardous Materials. "Group" means the Guarantor and its direct and indirect Subsidiaries from time to time. "Guarantee" means the irrevocable, unconditional and on-first-demand guarantee given by the Guarantor under Clause 20 (Guarantee and Indemnity) ofthis Agreement.Page 14 of 150"Hedging Banks" means the Original Hedging Banks, any other Lender or any of their affiliates being party to a Secured Hedging Agreement. "Holding Company" means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary. "IAPPC" means the International Air Pollution Prevention Certificate required under Regulation 6 of the International Convention for the Prevention of PollutionFrom Ships 1973/1978 (MARPOL). "IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financialstatements. "Incremental Facility" means any secured (subsequently reducing) revolving credit facility that may be established and made available under thisAgreement as described in Clause 2 (The Facilities) and "Incremental Facilities" means all such facilities. "Incremental Facility Commitment" means, beginning on the Establishment Date for the relevant Incremental Facility: (a)in relation to a Lender, the amount set opposite its name under the heading "Incremental Facility Commitment" in the relevant Incremental Facility Noticeand the amount of any other Incremental Facility Commitment transferred to it under this Agreement; and(b)in relation to any other Lender, the amount of any Incremental Facility Commitment transferred to it under this Agreement, to the extent not cancelled,reduced or transferred pursuant to the term of this Agreement. "Incremental Facility Conditions Precedent" means, in relation to an Incremental Facility, all such documents and other evidence referred to in Clause 4.1(Initial conditions precedent) paragraph (d) and Clause 4.2 (Further conditions precedent). "Incremental Facility Lender" means, as of the Establishment Date for the relevant Incremental Facility, any entity which is listed as such in the relevantIncremental Facility Notice. "Incremental Facility Loan" means, in relation to an Incremental Facility, a loan made or to be made under that Incremental Facility or the principal amountoutstanding for the time being of that loan. "Incremental Facility Majority Lenders" means, in relation to an Incremental Facility: (a)if there are no amounts then outstanding, a Lender or Lenders whose Incremental Facility Commitments relating to that Incremental Facility aggregatemore than sixty-six and two-thirds per cent (66 ⅔%) of the Total Incremental Facility Commitments; or(b)at any other time, a Lender or Lenders whose aggregate participations in the Incremental Facility Loans and any Available Incremental FacilityCommitment relating to that Incremental Facility aggregate more than sixty-six and two-thirds per cent (66 ⅔%) of the Incremental Facility Loans andthe Available Incremental Facility Commitments relating to that Incremental Facility.Page 15 of 150"Incremental Facility Notice" means a notice substantially in the form set out in Schedule 8 (Form of Incremental Facility Notice). "Incremental Facility Supplemental Security" means, (in addition to any new Security relating to an Additional Borrower and/or an Additional Vessel beingestablished as Incremental Facility Conditions Precedent in connection with the establishment or Utilisation of a new Incremental Facility) in relation to anIncremental Facility, such documents (if any) as are reasonably necessary to provide the Incremental Facility Lenders under that Incremental Facility with thebenefit of Security, guarantees, indemnities and other assurance against loss equivalent to the Security, guarantees, indemnities and other assurance againstloss provided to the Lenders under each other Facility pursuant to the Finance Documents (other than any lack of equivalence directly consequent to beingprovided later in time). "Incremental Facility Terms" means, in relation to an Incremental Facility: (a)the Total Incremental Facility Commitments; (b)the Margin; (c)the Additional Borrower to which that Incremental Facility is to be made available; (d)the Additional Vessel being financed by that Incremental Facility; and (e)such other terms approved by the Agent, each as specified in the Incremental Facility Notice relating to that Incremental Facility. "Incremental Facility Tranche" means, in relation to an Incremental Facility, the one (1) tranche made available under that Facility. "Insurances" means, in relation to the Vessels, all policies and contracts of insurance and all entries in clubs and associations (which expression includes allentries of the Vessels in a protection and indemnity or war risk association) which are from time to time during the Security Period in place or taken out orentered into by or for the benefit of the Borrowers (whether in the sole name of such Borrower or in the joint names of the Borrowers and any other person)in respect of a Vessel or otherwise in connection with the Vessel and all benefits thereunder (including claims of whatsoever nature and return of premiums). "Interest Period" means, in relation to a Loan, each period determined in accordance with Clause 11 (Interest Periods) and, in relation to an Unpaid Sum,each period determined in accordance with Clause 10.3 (Default interest). "Interpolated Term SOFR" means, in relation to a Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results frominterpolating on a linear basis between: (a)either: (i)the applicable Term SOFR (as of the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Periodof that Loan; orPage 16 of 150(ii)if no such Term SOFR is available for a period which is less than the Interest Period of that Loan, SOFR for the day which is two US GovernmentSecurities Business Days before the Quotation Day; and (b)the applicable Term SOFR (as of the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of thatLoan. "Intra Group Loans" means any loans granted by (i) a Borrower to any of its Affiliates or (ii) the Guarantor or any other Affiliate to a Borrower. "Intra Group Loans Assignment Agreement" means one or more general assignment agreements on first priority of any claims any Obligor may have inrespect of any Intra Group Loans, to be executed by any Obligor in favour of the Security Agent (on behalf of the Finance Parties) as security for theObligors' obligations under the Finance Documents in form and substance acceptable to all Lenders. "Inventory of Hazardous Materials" being a document an equivalent document acceptable to the Agent describing the materials present in each Vessel'sstructure and equipment that may be hazardous to human health or the environment along with their respective location and approximate quantities. "ISM Code" means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevent. "ISPS Code" means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization's (IMO) DiplomaticConference of December 2002. "ISSC" means an International Ship Security Certificate issued by the Classification Society confirming that a Vessel is in compliance with the ISPS Code. "Lender" means: (a)any Original Lender being a Lender at the date of this Agreement; (b)any New Lender which has become a Party in accordance with Clause 27 (Changes to the Lenders); and(c)any Incremental Facility Lender which has become a Party in accordance with Clause 6 (Establishment of Incremental Facilities), which in each case hasnot ceased to be a Party in accordance with the terms of this Agreement. Page 17 of 150"Letter of Undertaking" means, in relation to each Bareboat Charter, an irrevocable and unconditional written undertaking from the Bareboat Charterer to theSecurity Agent (on behalf of the Finance Parties) containing inter alia (i) a right for the Security Agent (on behalf of the Finance Parties) upon an Event ofDefault which is continuing to terminate the relevant Bareboat Charters, deregister the relevant Vessel from the Bareboat Registry and enforce their rightsunder the Mortgages and (ii) a confirmation that any claims the Bareboat Charterer may have against a Borrower shall rank after and be fully subordinated tothe rights and claims of the Security Agent (on behalf of the Finance Parties), including an irrevocable and unconditional power of attorney in respect of thederegistration of the relevant Vessel from the Bareboat Registry in form and substance satisfactory to the Security Agent (on behalf of the Finance Parties). "Loan" means a loan made or to be made pursuant to this Agreement or any of the principal amount outstanding from time to time of that loan, or, if thecontext otherwise requires, the total principal amount outstanding for the time being under the Facilities. "Majority Lenders" means:(a)if there are no amounts then outstanding, a Lender or Lenders whose Commitments in aggregate is equal to or in excess of sixty-six and two-thirds percent (66 ⅔%) of the Total Commitments; or(b)at any other time, a Lender or Lenders whose participations in the Loans and any Available Vessel Commitments in aggregate is equal to or in excess ofsixty-six and two- thirds per cent (66 ⅔%) of the Loans and Available Vessel Commitments. "Manager's Undertaking" means undertakings signed by each Technical Manager and the Commercial Manager in favour of the Security Agent in suchform as the Agent (on behalf of the Finance Parties) reasonably may require. "Margin" means: (a)in relation to the Term Loan Facility, one point ninety per cent (1.90%) per annum;(b)in relation to the Revolving Credit Facility, one point ninety per cent (1.90%) per annum; and (c)in relation to any Incremental Facility, the percentage rate per annum specified as such in the Facility's Incremental Facility Notice. "Market Disruption Rate" means the applicable Reference Rate (except any Lender's Funding Rate).Page 18 of 150"Market Value" means the fair market value of a Vessel as determined by, and in each case at the expense of the Borrowers, (i) one (1) independentApproved Broker appointed by the Borrowers or (ii) at the request of the Agent (on behalf of any Lender), calculated as the average of valuations of a Vesselobtained from two (2) Approved Brokers (of which one is appointed by the Borrowers and one is appointed by the Agent), in each case, with or withoutphysical inspection of the relevant Vessel (as the Agent may require), on the basis of a sale for prompt delivery for cash at arm's length on normal commercialterms as between a willing buyer and a willing seller, on an "as is, where is" basis, free of any existing charter or other contract of employment and/or poolarrangement and in each case addressed to the Agent and sets out the approach, methodology, key parameters and assumptions used, provided howeverthat if the higher of the two valuations is more than one hundred and ten per cent (110%) of the lower, a third valuation shall be obtained from anotherApproved Broker on the same terms and the fair market value shall be the arithmetic average of the three (3) valuations. "Material Adverse Effect" means a materially adversely effect on: (a)the business, condition (financial or otherwise), operations or prospects of the Guarantor since the date at which its latest audited financial statementswere prepared; or (b)the ability of an Obligor to perform its obligations under the Finance Documents; or (c)the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to, any Finance Document;or (d) the right or remedy of a Finance Party in respect of a Finance Document."Maturity Date" means 26 January 2029."MOA" means a memorandum of agreement in respect of a Vessel for the relevant Borrower's purchase of that Vessel. "Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that: (a)if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period isto end if there is one, or if there is not, on the immediately preceding Business Day; and(b)if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in thatcalendar month. The above rules will only apply to the last Month of any period. "Mortgages" means the first priority or first preferred, as applicable, mortgages (and deeds of covenants collateral thereto (if applicable)), to be executed andrecorded by the Borrowers against the Vessels in favour of the Security Agent (on behalf of the Finance Parties) in (i) the relevant Approved Ship Registryand (ii) entered in the Bareboat Registry by a notation (applicable while a Vessel is registered in the Bareboat Registry), in form and substance satisfactory toall Lenders.Page 19 of 150"Obligor" means any of the Borrowers or the Guarantor and "Obligors" means all of them. "Optional Rate Switch" has the meaning given to that term in Clause 9.1 (Optional Rate Switch) paragraph (a). "Optional Rate Switch Date" has the meaning given to that term in Clause 9.1 (Optional Rate Switch) paragraph (b). "Optional Rate Switch Notice" means a notice in substantially the form set out in Schedule 3 III (Form of Optional Rate Switch Notice). "OriginalFacilities" means the Term Loan Facility and the Revolving Credit Facility. "Original Financial Statements" means the audited financial statements of the Guarantor for the financial year ended 31 December 2021. "Original Vessels" means the Vessels listed in Schedule 1B (Original Borrowers, Original Vessels, Tranches and instalments) hereto and "Original Vessel"means any of them. "Outstanding Indebtedness" means the aggregate of all sums of money at any time and from time to time owing to the Finance Parties under or pursuant tothe Finance Documents. "Party" means a party to this Agreement. "Pledge of Shares" means a pledge or charge of all the Shares in a Borrower to be executed by the Guarantor in favour of the Security Agent (on behalf ofthe Finance Parties) in form and substance satisfactory to all Lenders. "Poseidon Principles" means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published onhttps://www.poseidonprinciples.org/ (or any replacement page which published the framework) as the same may be amended or replaced to reflect changesin applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organization from time to time. "Quotation Day" means, in relation to any period for which an interest rate is to be determined, two (2) US Government Securities Business Days before thefirst day of that period (unless market practice differs in the relevant syndicated loan market, in which case the Quotation Day will be determined by theAgent in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of thosedays)). "Recognized Organization" means, in respect of a Vessel an organization representing that Vessel's flag state and, for the purposes of Clause 25.11(Poseidon Principles), duly authorized to determine whether a Borrower has complied with Regulation 22A of Annex Vl. "Reference Rate" means, in relation to a Loan: (a)before any Optional Rate Switch has occurred, the applicable Term SOFR as of the Quotation Day and for a period equal in length to the Interest Period ofa Loan;(b)after any Optional Rate Switch has occurred, SOFR in relation to any day during the Interest Period of a Loan; or (c)as otherwise determined pursuant to Clause 12 (Changes to the calculation of interest),Page 20 of 150and if, in either case, that rate is less than zero, the Reference Rate shall be deemed to be zero. "Repayment Date" means a date on which a repayment instalment is required to be made pursuant to Clause 7 (Repayment). "Repeating Representations" means each of the representations set out in Clause 21 (Representations), to the extent they are repeating pursuant to Clause21.29 (Repetition). "Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian. "Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers. "Restricted Party" means a person: (a)that is the target of any Sanctions Laws or is listed on any Sanctions List (whether designated by name or by reason of being included in a class ofperson); (b)that is domiciled, organized, registered as located or having its place of business in, or is incorporated under the laws of, a territory or country which isthe subject of Sanctions Laws;(c)that is directly or indirectly owned (by fifty per cent (50%) or more) or controlled by, or acting on behalf of, a person referred to in paragraphs (a) and/or(b) above; or (d)with which any Lender is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws. "Revolving Credit Facility" means the secured revolving credit facility made available under this Agreement as described in Clause 2 (The Facilities). "Revolving Credit Facility Commitment" means (a)in relation to a Lender being a Lender at the date of this Agreement, the amount set opposite its name under the heading "Revolving Credit FacilityCommitment" in Schedule 1A (The Original Lenders) and the amount of any other Revolving Credit Facility Commitment transferred to it under thisAgreement; and (b)in relation to any other Lender, the amount of any Revolving Credit Facility Commitment transferred to it under this Agreement, to the extent notcancelled, reduced or transferred by it under this Agreement. "Revolving Credit Facility Tranche" means one tranche per relevant Original Vessel pursuant to the Revolving Credit Facility as described in Clause 2 (TheFacilities), and "Revolving Credit Facility Tranches" means some or all of them (as the context requires). "Sanctioned Country" means any territory or country which is the subject of country-wide or territory-wide Sanctions Laws.Page 21 of 150"Sanctions Authority" means any of the Norwegian State, the United Nations, the European Union, any member state of the European Economic Area, theUnited Kingdom and the United States of America, and any authority, governmental institution and agency acting on behalf of any of them in connectionwith Sanctions Laws including without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United StatesDepartment of State, the United States Department of Commerce, the United Nations Security Council and His Majesty's Treasury. "Sanctions Event" means: (a)a breach by an Obligor of any obligations under Clauses 22.4 (Information: miscellaneous) paragraph (d) or (f), 24.2 (Compliance with laws andSanctions Laws) (as relates to Sanctions Laws only), 24.17 (Use of proceeds and repayments), 25.7 (Notification of certain events) paragraph (e), or 25.8(Operation of the Vessels) paragraph (d) (as relates to Sanctions Laws only); (b)any mis-representations under Clause 21.25 (Sanctions); or (c)an Obligor is or becomes a Restricted Party. "Sanctions Laws" means any economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions,executive orders or notices from regulators implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority (whether ornot any Obligor or any Affiliate of any Obligor is legally bound to comply with such laws, regulations, embargoes or measures). "Sanctions List" means any list of persons, entities or vessels published in connection with Sanctions Laws by or on behalf of any Sanctions Authorityincluding but not limited to the "Specially Designated Nationals and Blocked Persons" list maintained by OFAC, the "Consolidated List of FinancialSanctions Targets", maintained by HMT and the Consolidated List of persons, groups and entities subject to the European Union financial sanctions. "Scheduled Repayment Dates" means consecutive quarterly repayment dates commencing first time on the date falling three (3) Months after the firstUtilisation Date for the Term Loan Facility. "Secured Assets" means: (a)the Vessels; (b)the Earnings; (c)the Shares; (d)any Secured Hedging Agreement; (e)any Intra Group Loans; (f)the Insurances;(g)the Earnings Accounts; and (h)any Charterparty.Page 22 of 150"Secured Hedging Agreement" means, each as amended from time to time master agreement on the form of ISDA 2002 entered or to be into between anyBorrower or the Guarantor and a Hedging Bank for the purpose of hedging the interest rate risk in relation to any Facility, and any transactions,confirmations, schedules or other hedging arrangements pursuant to any such hedging agreements. "Security" means a mortgage, charge, pledge, lien, assignment, subordination or other security interest securing any obligation of any person or any otheragreement or arrangement having a similar effect. "Security Document" means each document listed in Clause 19 (Security) and any other document agreement agreed between the Parties to be a SecurityDocument and any other document entered into by any Obligor creating or expressed to create any Security over all or any part of its assets in respect of theobligations of any of the Obligors under any of the Finance Documents. "Security Period" means the period commencing on the date of this Agreement and ending on the date which the Agent notifies the Borrowers and theother Finance Parties that:(a)all amounts which have become due for payment by the Obligors under the Finance Documents have been paid; (b)no amount is owing or has accrued (without yet having become due for payment) under any of the Finance Documents;(c)none of the Obligors have any future or contingent liability under any provision of this Agreement or the other Finance Documents; and (d)the Agent and the other Finance Parties do not consider that there is a significant risk that any payment or transaction under a Finance Document wouldbe set aside, or would have to be reversed or adjusted, in any present or possible future proceeding relating to a Finance Document or any asset covered(or previously covered) by a Security created by a Finance Document. "SOFR" means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes overthe administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate) and forthe purpose of calculating the Reference Rate under this Agreement, SOFR shall in relation to any day during the Interest Period of a Loan be the percentagerate per annum which is compounded SOFR with 5 days lookback period without observation shift for that day and otherwise in all respects calculated bythe Agent according to its from time to time customary practice and in a manner substantially consistent with the prevailing market practice. "Selection Notice" means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 11 (Interest Periods). "Shares" means all current and future shares in each Borrower. "Shipbuilding Contract" means a shipbuilding contract in respect of a Vessel for its construction and the relevant Borrower's (or any intermediate buyer's)purchase of that Vessel.Page 23 of 150"SMC" means a valid safety management certificate issued for a Vessel issued by the Classification Society pursuant to paragraph 13.7 of the ISM Code. "SMS" means a safety management system for a Vessel developed and implemented in accordance with the ISM Code and including the functionalrequirements duties and obligations that follow from the ISM Code. "Statement of Compliance" means a statement of compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI. "Subsidiary" means an entity of which a person has direct or indirect control (whether through the ownership of voting capital, by contract or otherwise) orowns directly or indirectly more than fifty per cent (50%) of the shares and for this purpose an entity shall be treated as controlled by another if that entity isable to direct its affairs and/or to control the composition of the board of directors or equivalent body. "Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with anyfailure to pay or any delay in paying any of the same). "Technical Management Agreement" means any technical management agreement made between the Technical Manager and a Borrower for the technicalmanagement of a Vessel. "Technical Manager" means Goodwood Ship Management Pte Ltd., DHT Ship Management Pte Ltd., V.Ships France SAS and/or any other technicalmanager acceptable to the Agent. "Term Loan Facility" means the term loan facility made available under this Agreement as described in Clause 2 (The Facilities). "Term Loan Facility Commitment" means (a)in relation to a Lender being a Lender at the date of this Agreement, the amount set opposite its name under the heading "Term Loan FacilityCommitment" in Schedule 1A (The Original Lenders) and the amount of any other Term Loan Facility Commitment transferred to it under this Agreement;and (b)in relation to any other Lender, the amount of any Term Loan Facility Commitment transferred to it under this Agreement, to the extent not cancelled,reduced or transferred by it under this Agreement. "Term Loan Tranche" means one tranche per Original Vessel pursuant to the Term Loan Facility as described in Clause 2 (The Facilities), and "Term LoanTranches" means all of them. "Term SOFR" means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes overthe administration of that rate) for the relevant period published by CME Group Benchmark Administration Limited (or any other person which takes over thepublication of that rate). "Total Commitments" means, at any time, the aggregate of the Total Term Loan Facility Commitments, the Total Revolving Facility Commitments and, if andwhen relevant, the Aggregate Total Incremental Facility Commitments.Page 24 of 150"Total Incremental Facility Commitments" means, in relation to an Incremental Facility, the aggregate of the Incremental Facility Commitments relating tothat Incremental Facility. "Total Interest Bearing Debt" means all debt and financial instruments (including financial leases) which bear interests. "Total Loss" means, in relation to a Vessel: (a)the actual, constructive, compromised, agreed, arranged or other total loss of such Vessel; and(b)any expropriation, confiscation, requisition or acquisition of a Vessel, whether for full consideration, a consideration less than its proper value, a nominalconsideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or torepresent a governmental or official authority (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to extension)unless it is within one (1) month from the Total Loss Date redelivered to the full control of the relevant Borrower. "Total Loss Date" means: (a)in the case of an actual total loss of a Vessel, the date on which it occurred or, if that is unknown, the date when such Vessel was last heard of;(b)in the case of a constructive, compromised, agreed or arranged total loss of a Vessel, the earlier of: (i) the date on which a notice of abandonment is givento the insurers (provided a claim for total loss is admitted by such insurers) or, if such insurers do not forthwith admit such a claim, at the date at whicheither a total loss is subsequently admitted by the insurers or a total loss is subsequently adjudged by a competent court of law or arbitration panel tohave occurred or, if earlier, the date falling three (3) months after notice of abandonment of such Vessel was given to the insurers; and (ii) the date ofcompromise, arrangement or agreement made by or on behalf of the relevant Borrower with such Vessel's insurers in which the insurers agree to treat suchVessel as a total loss; or (c)in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total lossoccurred. "Total Revolving Facility Commitments" means the aggregate of the Revolving Credit Facility Commitments, being USD 157,500,000 at the date of thisAgreement. "Total Term Loan Facility Commitments" means the aggregate of the Term Loan Facility Commitment, being USD 147,500,000 at the date of this Agreement. "Tranche" means any Term Loan Tranche, Revolving Credit Facility Tranche or Incremental Facility Tranche, and "Tranches" means all of them. "Transaction Documents" means the Finance Documents, any Technical Management Agreement, any Commercial Management Agreement and anyCharterparty, together with the other documents contemplated herein or therein and any other document designated as such by the Agent and theBorrowers.Page 25 of 150"Transfer Certificate" means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between theAgent and the Borrowers. "Transfer Date" means, in relation to an assignment or a transfer, the later of: (a)the proposed Transfer Date specified in the relevant Transfer Certificate; and (b)the date on which the Agent executes the relevant Transfer Certificate. "UK Bail-In Legislation" means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating tothe resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation,administration or other insolvency proceedings). "Unpaid Sum" means any sum due and payable but unpaid by the Borrowers and/or the Guarantor under the Finance Documents. "US Government Securities Business Day" means any day other than: (a)a Saturday or a Sunday; and (b)a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed incomedepartments of its members be closed for the entire day for purposes of trading in US Government securities. "US Tax Obligor" means: (a)an Obligor which is resident for tax purposes in the US; or (b)an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes. "USD" means the lawful currency of the United States of America."Utilisation" means the utilisation of a Loan. "Utilisation Date" means the date of a Utilisation, being the date on which a Loan is to be made. "Utilisation Request" means a notice substantially in the form set out in Part I of Schedule 3 (Requests). "Valuation Certificate" means a certificate substantially in the form set out in Schedule 7 (Form of Valuation Certificate). "Value Adjusted Tangible Net Worth" means Value Adjusted Total Assets, less the value of all liabilities and intangible assets, as determined by GAAP. "Value Adjusted Total Assets" means on consolidated basis, the book value of all assets (both tangible and intangible) at the relevant time, as determined byGAAP, adjusted for Excess Values. "VAT" means value added tax and any other tax of a similar nature in the relevant jurisdiction."Vessel Loans" means, at any time:Page 26 of 150(a)relating to any Original Vessel, the aggregate of the Loans outstanding under the Term Loan Facility and/or the Revolving Credit Facility pertaining tothat Vessel; and (b)relating to any Additional Vessel, the aggregate of the Incremental Facility Loans pertaining to that Vessel, and "Vessel Loan" means any of them. "Vessels" means the Original Vessels and the Additional Vessels and "Vessel" means any of them until or unless such vessel is sold or suffers a Total Loss inaccordance with this Agreement. "VLCC" means Very Large Crude Carrier. "Working Capital" means Current Assets less Current Liabilities."Write-down and Conversion Powers" means:(a)in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to thatBail-In Legislation in the EU Bail-In Legislation Schedule; (b)in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bankor investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change theform of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares,securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had beenexercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to orancillary to any of those powers; and (c)in relation to any other applicable Bail-In Legislation: (i)any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financialinstitution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such aperson or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations ofthat person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or tosuspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of thosepowers; and (ii)any similar or analogous powers under that Bail-In Legislation.1.2Construction (a)Unless a contrary indication appears, any reference in this Agreement to:Page 27 of 150(i)the "Agent", the "Security Agent", the "Coordinator", any "Mandated Lead Arranger", any "Bookrunner", any "Finance Party", any "Lender",any "Incremental Facility Lender". the "Hedging Banks", or any "Party" shall be construed so as to include its successors in title, permittedassigns and permitted transferees;(ii)a Lender's "cost of funds" in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notionalbasis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of thatparticipation in that Loan for a period equal in length to the Interest Period of that Loan; (iii)"assets" includes present and future properties, revenues and rights of every description; (iv)a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument asamended, novated, supplemented, extended or restated;(v)"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present orfuture, actual or contingent; (vi)a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture,consortium or partnership (whether or not having separate legal personality);(vii)a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental,intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;(viii)a provision of law is a reference to that provision as amended or re-enacted; (ix)words importing the singular shall include the plural and vice versa; and (x)a time of day is a reference to Oslo time unless specified otherwise. (b)Section, Clause and Schedule headings are for ease of reference only. (c)Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any FinanceDocument has the same meaning in that Finance Document or notice as in this Agreement.(d)A Default (other than an Event of Default) is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not beenwaived. (e)In case of conflict between this Agreement and any of the Security Documents, the provisions of this Agreement shall prevail. 1.3Blocking lawPage 28 of 150(a)Any provision of this Agreement or any other Finance Document relating to compliance with Sanctions Laws shall not apply to or in favour of anyFinance Party if and to the extent that it would, in the reasonable opinion of that Finance Party, result in a breach, by or in respect of that Finance Party, ofany applicable Blocking Law.(b)For the purpose of paragraph (a) above "Blocking Law" means: (i)any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such regulation in anymember state of the European Union or the United Kingdom);(ii)section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung); or (iii)any other blocking or anti-boycott law of Germany, the European Union, the United Kingdom or in any other jurisdiction applicable to the relevantFinance Party.Page 29 of 150SECTION 2THE FACILITIES2.THE FACILITIES 2.1The Term Loan Facility and the Revolving Credit Facility Subject to the terms of this Agreement, the Lenders shall make available to the Original Borrowers the following facilities:(a)the Term Loan Facility consisting of up to ten (10) cross-collateralised Term Loan Tranches (one per Original Vessel) each in the maximum amount set outopposite each Original Vessel under the heading "Term Loan Facility" in Schedule 1B (Original Borrowers, Original Vessels, Tranches and instalments)hereto, in aggregate being USD 147,500,000; and (b)the Revolving Credit Facility consisting of up to nine (9) cross-collateralised Revolving Credit Facility Tranches (one per relevant Original Vessel) each inthe maximum amount set out opposite each relevant Original Vessel under the heading "Revolving Credit Facility" in Schedule 1B (Original Borrowers,Original Vessels, Tranches and instalments) hereto, in aggregate being USD 157,500,000, which may be incurred on a revolving basis at any time withinthe applicable Availability Period provided that the amount drawn shall never exceed the Available Revolving Credit Facility Commitment.2.2The Incremental Facilities (a)Subject to Clause 6 (Establishment of Incremental Facilities) and other terms of this Agreement, the Incremental Facility Lenders may make available tothe Additional Borrowers up to three (3) cross-collateralised Incremental Facilities (one per Additional Vessel) each in the maximum amount set out in theIncremental Facility Notice relating to that Incremental Facility and in aggregate for all Incremental Facilities not exceeding USD 100,000,000, which may beincurred on a revolving basis at any time within the applicable Availability Period provided that the amount drawn shall never exceed the (subsequentlyreducing) Available Incremental Facility Commitment. (b)The Parties acknowledge and agree that the Incremental Facilities are uncommitted in all respects until such time the respective Incremental Facility isestablished according to the terms of this Agreement, and in any case the establishment and participation in an Incremental Facility by an IncrementalFacility Lender is fully subject to each such Lender's credit approval and other applicable internal approvals. 2.3Finance Parties' rights and obligations (a)The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the FinanceDocuments does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of anyother Finance Party under the Finance Documents. (b)The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under theFinance Documents to a Finance Party from the Borrowers and/or the Guarantor shall be a separate and independent debt. Page 30 of 150(c)A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents. The rights of theHedging Banks under any Secured Hedging Agreement shall be subordinated to the rights of the other Finance Parties under the other FinanceDocuments. 2.4Borrowers' liabilities and obligations (a)The liabilities and obligations of the Borrowers under this Agreement shall be joint and several and shall not be affected by: (i)any Finance Document being or later becoming void, unenforceable or illegal as regards any other Borrower; or (ii)any Finance Party entering into any rescheduling, refinancing or other arrangement of any kind with any other Borrower; or (iii)any Finance Party releasing any other Borrower. (b)For so long as any Commitment is in force or any amount is outstanding under the Finance Documents (including for the avoidance of doubt due to boththe Original Facilities and any Incremental Facility established under this Agreement), each Borrower shall remain a principal debtor for all amounts owingunder any Finance Document (whether or not it is a party to that document) and no Borrower shall be construed to be a surety for the obligations of anyother Borrower under this Agreement. (c)For so long as any Commitment is in force or any amount is outstanding under the Finance Documents, no Borrower shall: (i)claim any amount which may be due to it from any other Borrower whether in respect of a payment made, or matter arising out of, any FinanceDocument; or (ii)take or enforce any form of security from any other Borrower for such an amount; or (iii)set off such an amount against any sum due from it to any other Borrower; or prove or claim for such an amount in any liquidation, administration,arrangement or similar procedure involving any other Borrower. (d)To the extent the joint and several liabilities and obligations of the Borrowers are considered as guarantees, each Borrower, in its capacity as guarantoronly, specifically waives all rights under the provisions of the FA Act not being mandatory provisions and each Borrower's maximum liability hereunder,in its capacity as guarantor only, is limited to USD 490,000,000.3.PURPOSE 3.1Purpose (a)The Borrowers shall apply all amounts borrowed by them under the Term Loan Facility and the Revolving Credit Facility towards: (i)refinancing of the Existing Facility; and (ii)the general corporate and working capital purpose of the Original Borrowers. (b)The Borrowers shall apply all amounts borrowed by them under an Incremental Facility for the purpose of: Page 31 of 150(i)part-financing (or refinancing as the case might be) the purchase price of the Additional Vessel being financed by that Incremental Facility; and (ii)the general corporate and working capital purpose of the Additional Borrower owning the Additional Vessel being financed by that Incremental Facility. 3.2Monitoring No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.4.CONDITIONS OF UTILISATION 4.1Initial conditions precedent (a)The Finance Parties' obligations hereunder are subject to the Agent's receipt of all of the documents and other evidence listed in Schedule 2 Part I(Conditions precedent to delivery of the first Utilisation Request) and the Borrowers may not deliver a Utilisation Request for the initial Utilisation of theOriginal Facilities unless all such documents and other evidence are received by the Agent. The Agent shall notify the Borrowers and the Lenderspromptly upon being so satisfied. (b)The Borrowers may not utilise any of the Original Facilities unless the Agent has received all of the documents and other evidence listed in Schedule 2Part II (Conditions precedent to a Utilisation of the Original Facilities) at latest on the Utilisation Date, except those documents which specifically willonly be available within another specified date, in a form and substance satisfactory to the Agent. The Agent shall notify the Borrowers and the Lenderspromptly upon being so satisfied. (c)Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described inparagraphs (a) and (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for anydamages, costs or losses whatsoever as a result of giving any such notification. (d)The Incremental Facility Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) in relation to any initial Utilisation of anIncremental Facility if: (i)on or before the Establishment Date, the Agent has received all of the documents and other evidence listed in Schedule 2 Part III (ConditionsPrecedent to accession of an Additional Borrower) relating to the Additional Borrower relevant for that Incremental Facility; and (ii)on or before the date for delivery of the Utilisation Request the Agent has received all of the documents and other evidence listed in Schedule 2Part IV (Conditions precedent to a Utilisation of an Incremental Facility) relevant for that Incremental Facility, except those documents whichspecifically will only be available on the relevant Utilisation Date or within another specified date, in a form and substance satisfactory to theAgent, all in form and substance satisfactory to the Agent. The Agent shall notify the Borrowers and the Lenders promptly upon being so satisfied. Page 32 of 150(e)Other than to the extent that the Incremental Facility Majority Lenders under the relevant Incremental Facility notify the Agent in writing to the contrarybefore the Agent gives a notification described in paragraph (d) above, the Lenders authorise (but do not require) the Agent to give that notification. TheAgent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.4.2Further conditions precedent The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) if on the date of the relevant Utilisation Request and on the proposedUtilisation Date: (a)no Default is continuing or would result from the proposed Loan;(b)all fees, costs and expenses then due from the Borrowers pursuant to Clause 13 (Fees), Clause 18 (Costs and expenses) and any Fee Letters and otherwisepursuant to this Agreement have been paid or will be paid by the Utilisation Date; and (c)the Repeating Representations to be made by each Obligor are true in all material respects.4.3Maximum number of Loans (a)The Term Loan Facility may be drawn in ten (10) Loans, one (1) per Term Loan Tranche. (b)No more than three (3) Loans may at any time be outstanding under any Tranche of the Revolving Credit Facility and the Incremental Facilities.4.4Form and content All documents and evidence delivered to the Agent pursuant to this Clause 4 (Conditions of Utilisation) shall:(a)be in form and substance satisfactory to the Agent;(b)if required by the Agent, be in original; and (c)if required by the Agent, be certified, notarized, legalized or attested in a manner acceptable to the Agent. 4.5Waiver of conditions precedent The conditions specified in this Clause 4 (Conditions of Utilisation) are solely for the benefit of the Lenders and may be waived on their behalf in whole orin part and with or without conditions by the Agent (acting on the instructions of the Majority Lenders or Incremental Facility Majority Lenders (asrelevant)), save for conditions which are comprised by Clause 38.2 (Exceptions), which will be subject to consent from all the Lenders. Page 33 of 150SECTION 3UTILISATION5.UTILISATION 5.1Delivery of a Utilisation Request The Borrowers may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than 12:00 noon Oslo time on the date fallingthree (3) Business Days prior to any Utilisation Date.5.2Completion of a Utilisation Request A Utilisation Request is irrevocable and will not be regarded as having been duly completed unless: (a)the proposed Utilisation Date is a Business Day within the relevant Availability Period; (b)the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and (c)the proposed Interest Period complies with Clause 11 (Interest Periods). 5.3Currency and amount (a)The currency specified in a Utilisation Request must be USD. (b)The aggregate amount of the Loans requested for the initial Utilisation of the Term Loan Facility and the Revolving Credit Facility may not exceed thelesser of (i) the amount of each relevant Tranche and (ii) sixty per cent (60%) of the Market Value of the Original Vessels relating to such Tranches asdetermined by valuations not being older than thirty (30) calendar days calculated from the proposed Utilisation Date. (c)The amount of each initial proposed Loan under an Incremental Facility must be in an amount which does not exceed the lower of (i) the AvailableIncremental Facility Commitment for that Incremental Facility (taking into account inter alia the restrictions of Clause 6.5 (Restrictions on IncrementalFacility Terms) paragraph (a)) at the proposed Utilisation Date and (ii) sixty per cent (60%) of the Market Value of the Additional Vessel being financed bythat Incremental Facility as determined by valuations not being older than thirty (30) calendar days calculated from the proposed Utilisation Date. (d)Any subsequent proposed Loans under any Revolving Credit Facility and any Incremental Facility must never exceed the Available Commitment for therelevant Tranche prior to the delivery of a Utilisation Request in respect of such Loan.5.4Lenders' participation (a)If the conditions set out in this Agreement have been met, each relevant Lender shall make its participation in a Loan available by the Utilisation Datethrough its Facility Office.Page 34 of 150(b)The amount of each relevant Lender's participation in such Loan will be equal to the proportion that its Commitment under the relevant Facility bears tothe Total Commitments under that Facility immediately prior to making the Loan. (c)The Agent shall notify each relevant Lender of the amount of a Loan and the amount of its participation in such Loan upon receipt of the relevantUtilisation Notice from the Borrowers.5.5Limitations on Utilisations (a)The initial Utilisation under this Agreement must relate to a simultaneous drawdown of all Tranches under the Term Loan Facility and the RevolvingCredit Facility to the extent necessary to settle all debt for the Existing Facility at latest on the initial Utilisation Date.(b)No Utilisation of an Incremental Facility may take place before the initial Utilisation referred to in paragraph (a) above has taken place. 5.6Cancellation of Commitments (a)The Term Loan Facility Commitments shall be cancelled as follows:(i)any Term Loan Facility Commitments which are un-utilised at the end of the applicable Availability Period shall be immediately cancelled; (ii)any part of a Term Loan Tranche outstanding after the Utilisation of a Loan pursuant to such Tranche shall be immediately cancelled; and (iii)in accordance with Clause 8 (Prepayment and cancellation). (b)The Revolving Credit Facility Commitments and any Incremental Facility Commitment shall be cancelled as follows:(i)in accordance with Clause 7.2 (Reduction); (ii)any Commitment which respectively are un-utilised at the end of the applicable Availability Period shall be immediately cancelled; and (iii)in accordance with Clause 8 (Prepayment and cancellation).6.ESTABLISHMENT OF INCREMENTAL FACILITIES 6.1Selection of Incremental Facility Lenders (a)Only an entity which is an Eligible Institution may be an Incremental Facility Lender. (b)The Lenders shall have the right of first refusal on whether to participate in any Incremental Facility on a pro rata basis and the Guarantor shall providethe Agent and each of the Lenders with a fifteen (15) Business Day prior written notice of its intention to establish an Incremental Facility beforecontacting other Eligible Institutions. (c)Lenders choosing to participate in the Incremental Facility shall provide the Agent and the Guarantor with a written notice of its decision (subject tocredit approval and other applicable internal approvals) within the Guarantor's fifteen (15) Business Day notice period. Page 35 of 150(d)If Lenders choose to participate in an Incremental Facility, reasonable endeavours shall (taking into consideration the characteristics of the AdditionalVessel proposed financed by the Incremental Facility, the market conditions and other relevant circumstances at the prevailing time) be used to providesuch Incremental Facility on similar commercial terms as the existing Facilities.6.2Delivery of Incremental Facility Notice The Guarantor, the Additional Borrower and each relevant Incremental Facility Lender may request the establishment of an Incremental Facility by deliveringto the Agent a duly completed Incremental Facility Notice not later than fifteen (15) Business Days prior to the proposed Establishment Date specified in thatIncremental Facility Notice. 6.3Completion of an Incremental Facility Notice (a)Each Incremental Facility Notice is irrevocable and will not be regarded as having been duly completed unless: (i)it sets out the Incremental Facility Terms applicable to the Incremental Facility to which it relates; (ii)the Incremental Facility Lenders and the Incremental Facility Commitments set out in that Incremental Facility Notice have been selected andallocated in accordance with Clause 6.1 (Selection of Incremental Facility Lenders); and (iii)all terms of the Incremental Facility Notice comply with the applicable limits and terms of this Agreement and other Finance Documents. (b)Only one Incremental Facility may be requested in an Incremental Facility Notice. 6.4Maximum number of Incremental Facilities The Guarantor and the Additional Borrower may not deliver an Incremental Facility Notice if as a result of the establishment of the proposed IncrementalFacility more than three (3) Incremental Facilities would have been established under this Agreement. 6.5Restrictions on Incremental Facility Terms (a)Currency and Size:(i)Any Incremental Facility shall be denominated in USD. (ii)The Aggregate Total Incremental Facility Commitments shall not, at any time, exceed USD 100,000,000. (iii)The Total Incremental Facility Commitment for any Incremental Facility shall be in the minimum amount of USD 30,000.000. (b)Borrowers: Any Incremental Facility shall be available only to one (1) Additional Borrower. (c)Vessels: Any Incremental Facility may only finance one (1) Additional Vessel which meets the following requirements: (i)Type: VLCC; (ii)Size: between 275,000 and 325,000 dwt; Page 36 of 150(iii)Built: 2015 or younger; (iv)Yard: built at a reputable yard; (v)Owner: One hundred per cent (100%) owned by the Additional Borrower acting as Borrower under the relevant Incremental Facility; and (vi)Other: Vessel otherwise being compliant with all requirements, including but not limited to class, flag and management, applicable to Vessels underthe terms of this Agreement and other Finance Documents. (d)No procurement of breach: Satisfaction of any Incremental Facility Conditions Precedent shall not breach any term of any Finance Document. 6.6Conditions to establishment (a)The establishment of an Incremental Facility will only be effected in accordance with Clause 6.7 (Establishment of Incremental Facility) if: (i)the Establishment Date occurs on a date no later than 31 December 2027; (ii)on the date of the Incremental Facility Notice and on the Establishment Date: (A)no Default is continuing or would result from the establishment of the proposed Incremental Facility; and (B)the Repeating Representations to be made by each Obligor are true in all material respects; (iii)the Additional Borrower for the Incremental Facility has, at latest by the Establishment Date, acceded as Borrower in accordance with Clause 28.2(Additional Borrowers); (iv)each Incremental Facility Lender fulfils the requirements of Clause 6.1 (Selection of Incremental Facility Lenders); (v)the Agent has received in form and substance satisfactory to it: (A)the Incremental Facility Conditions Precedent referred to in Clause 4.1 (Initial conditions precedent) sub-paragraph (d)(i); (B)such documents (if any) as are reasonably necessary as a result of the establishment of that Incremental Facility to maintain theeffectiveness of the Security, guarantees, indemnities and other assurance against loss provided to the Finance Parties pursuant to theFinance Documents; and (C)any applicable Incremental Facility Supplemental Security; and (b)The Agent shall notify the Obligors and the Lenders promptly upon being satisfied under sub-paragraph (a)(v) above.(c)Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described inparagraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costsor losses whatsoever as a result of giving any such notification.6.7Establishment of Incremental FacilityPage 37 of 150(a)If the conditions set out in this Agreement have been met the establishment of an Incremental Facility is effected in accordance with paragraph (c) belowwhen the Agent executes an otherwise duly completed Incremental Facility Notice. The Agent shall, subject to paragraph (b) below, as soon asreasonably practicable after receipt by it of a duly completed Incremental Facility Notice appearing on its face to comply with the terms of this Agreementand delivered in accordance with the terms of this Agreement, execute that Incremental Facility Notice.(b)The Agent shall only be obliged to execute an Incremental Facility Notice delivered to it once it is satisfied it has complied with all necessary "know yourcustomer" or other similar checks under all applicable laws and regulations in relation to the establishment of the relevant Incremental Facility. (c)On the Establishment Date for any Incremental Facility: (i)subject to the terms of this Agreement the Incremental Facility Lenders make available a loan facility in an aggregate amount equal to the TotalIncremental Facility Commitments specified in the Incremental Facility Notice which will be available to the Additional Borrower specified in theIncremental Facility Notice; (ii)each Incremental Facility Lender shall assume all the obligations of a Lender corresponding to the Incremental Facility Commitment (the "AssumedIncremental Facility Commitment") specified opposite its name in the Incremental Facility Notice as if it had been an Original Lender in respect ofthat Incremental Facility Commitment; (iii)each of the Obligors and each Incremental Facility Lender shall assume obligations towards one another and/or acquire rights against one anotheras the Obligors and that Incremental Facility Lender would have assumed and/or acquired had that Incremental Facility Lender been an OriginalLender in respect of the Assumed Incremental Facility Commitment; (iv)each Incremental Facility Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights againstone another as that Incremental Facility Lender and those Finance Parties would have assumed and/or acquired had the Incremental FacilityLender been an Original Lender in respect of the Assumed Incremental Facility Commitment; (v)all Incremental Facilities and all Incremental Facility Lenders' rights shall rank pari passu with respectively all other Facilities and the other Lendersand benefit with the same priority for all Security; and (vi)all terms of this Agreement and other Finance Documents, whether specifically relating to Incremental Facilities or with general relevance shallapply to any Incremental Facility, unless specified to the contrary in this Agreement; and (vii)each Incremental Facility Lender shall become a Party as a "Lender". 6.8Notification of establishment The Agent shall, as soon as reasonably practicable after the establishment of an Incremental Facility notify the Obligors and the Lenders of thatestablishment and the Establishment Date of that Incremental Facility. 6.9Incremental Facility fees Page 38 of 150The Borrowers shall in connection with any Incremental Facility pay: (a)commitment fee in accordance with Clause 13.1 (Commitment fee); and (b)any other fees in amounts and at such times agreed in separate Fee Letters. 6.10Incremental Facility costs and expenses The Borrowers shall promptly on demand pay the Agent the amount of all costs and expenses (including legal fees) reasonably incurred by any FinanceParty in connection with the establishment of an Incremental Facility under this Clause 6 (Establishment of Incremental Facilities).6.11Prior amendments binding Each Incremental Facility Lender, by executing an Incremental Facility Notice, confirms for the avoidance of doubt, that the Agent has authority to executeon its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on orprior to the date on which the establishment of the Incremental Facility requested in that Incremental Facility Notice became effective in accordance with thisAgreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender. 6.12Limitation of responsibility Clause 27.3 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 6 in relation to any Incremental Facility Lender as ifreferences in that clause to: (a)an "Existing Lender" were references to all the Lenders immediately prior to the Establishment Date;(b)the "New Lender" were references to an "Incremental Facility Lender"; and (c)a "re-transfer" and "re-assignment" were references respectively to a "transfer" and "assignment".Page 39 of 150SECTION 4REPAYMENT, PREPAYMENT AND CANCELLATION7.REPAYMENT 7.1Repayment of Loans (a)The Borrowers shall repay each Loan outstanding under the Term Loan Facility by consecutive quarterly repayment instalments on each ScheduledRepayment Date, each in an amount as set out in Schedule 1B (Original Borrowers, Original Vessels, Tranches and instalments).(b)Each Loan under the Revolving Credit Facility and any Incremental Facility shall (i) be repaid, reduced and cancelled (as relevant) according to Clause 7.2(Reduction) and (ii) otherwise will on the last day of its Interest Period (which date is to align with the Scheduled Repayment Dates, meaning that allLoans have coinciding Repayment Dates and dates for interest payment (unless otherwise agreed for the Interest Periods according to the terms of thisAgreement)), shall automatically be renewed with a new Interest Period of three (3) Months without the need for any Utilisation Request, unless theBorrowers instruct otherwise in writing to the Agent. Any such renewed Loan will only be made available as long as all other requirements under thisAgreement for the availability of that Loan (as relevant) in the same amount as the renewed Loan are fulfilled on the Utilisation Date, including but notlimited to the terms of Clause 4 (Conditions of utilisation) and this Clause 7 (Repayment). (c)If the Borrowers in accordance with paragraph (b) above give instructions that any such Loan shall not automatically be renewed, and the date forpayment of such existing Loan falls on the same date as the Utilisation Date of a new Loan, the Agent shall set off the amounts against each other, andonly the net amount (if any) shall be payable by the Borrowers.(d)Each Loan relating to a Vessel shall be settled in full at latest on the date that Vessel reaches twenty (20) years of age.(e)Any Outstanding Indebtedness is due and payable to the Agent for the account of the Finance Parties on the Maturity Date. 7.2Reduction (a)The Available Commitment for each Incremental Facility shall be repaid, reduced and cancelled in consecutive and equal quarterly instalments on eachScheduled Repayment Date starting three (3) months following the respective Drawdown Date, following a twenty (20) year age adjusted profile (countedas from the original delivery date of respective Additional Vessel).(b)Any Available Commitment for any Tranche under the Revolving Credit Facility or Incremental Facility relating to a Vessel shall automatically be cancelledin its entirety on the date that Vessel reaches twenty (20) years of age. (c)The reductions described in this Clause 7.2 shall be effective regardless of any Loan having been made or not. Page 40 of 150(d)(i) If, as a result of a scheduled reduction under paragraph (a) above becoming effective, the outstanding Loans under a Tranche exceeds the AvailableCommitment for that Tranche, any such excess amount shall be repaid by the Borrowers on the Scheduled Repayment Date coinciding with the date of therelevant scheduled reduction and (ii) if, as a result of a total cancellation and reduction under paragraph (b) above becoming effective, all Loans relatingto such Vessel shall be repaid in its entirety on the next Scheduled Repayment Date.7.3Re-borrowing (a)The Borrowers may not re-borrow any part of the Term Loan Facility which is repaid or prepaid. (b)The Borrowers may re-borrow any part of the Revolving Credit Facility and Incremental Facilities in accordance with the terms of this Agreement as longas the outstanding Loans under the relevant Tranche do not exceed the respective Available Commitment at that time.8.PREPAYMENT AND CANCELLATION 8.1Voluntary cancellation (a)The Borrowers may, if they give the Agent not less than five (5) Business Days' (or such shorter period as the Majority Lenders may agree) prior notice,cancel the whole or any part of any Facility or Tranche. Any cancellation under this Clause 8.1 (Voluntary cancellation) shall be in the minimum amountof USD 1,000,000 and reduce the relevant Commitments of the Lenders proportionately and may not be reinstated. (b)Any amount outstanding after a cancellation under the Revolving Credit Facility and/or an Incremental Facility that exceeds the respective relevantAvailable Revolving Credit Facility Commitment (as reduced) and/or the Available Incremental Facility Commitment (as reduced), as the case may be, mustimmediately be repaid in connection with the cancellation.8.2Voluntary prepayment of Loans (a)The Borrowers may, if they give the Agent not less than five (5) Business Days (or such shorter period as the Majority Lenders may agree) prior writtennotice, prepay the whole or any part of a Loan (but, if in part, being an amount that reduces the amount of the Loans by a minimum amount of USD1,000,000 or multiples thereof). The Borrowers shall in its notice of the prepayment designate which Loan or Facility which the prepayment relates to. (b)Subject to paragraph (c) below, any prepayment under this Clause 8.2 (Voluntary prepayment of Loans) shall be applied against the Loan or Facility asdetermined by the Borrowers and described in the relevant prepayment notice. (c)The Borrowers shall have the option to apply the voluntary prepayment against any scheduled instalments of any Term Loan Tranche, provided that theBorrowers have given five (5) Business Days' prior notice to the Agent. Page 41 of 1508.3Illegality If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintainits participation in a Loan or a Sanctions Event occurs:(a)that Lender may, at its discretion, at any time notify the Agent upon becoming aware of that event and the Agent shall promptly notify the Borrowers andthe other Finance Parties of the same; (b)upon the Agent notifying the Borrowers, the Commitment, or the relevant part of the Commitment, of that Lender will be immediately cancelled; and(c)the Borrowers shall repay that Lender's participation in the relevant Loan on the last day of the Interest Period for that Loan occurring after the Agent hasnotified the Borrowers or, if earlier, the date specified by the relevant Lender in the notice delivered to the Agent (being no earlier than the last day of anyapplicable grace period permitted by law (including any general license or other exception pursuant to Sanctions Laws)).8.4Total Loss or sale of a Vessel (a)If a Vessel is sold or suffers a Total Loss the then outstanding Vessel Loans and any Available Vessel Commitments pertaining to that Vessel shall berespectively prepaid and cancelled in its entirety. (b)Any prepayment and cancellation under this Clause 8.4 (Total Loss or sale of a Vessel) shall: (i)in case of a sale, be made on or before the date on which the sale is completed by transfer of title of that Vessel to the buyer; or (ii)in the case of a Total Loss, on the earlier of the date falling one hundred and eighty (180) days after the Total Loss Date and the receipt by theAgent of the proceeds of Insurance relating to such Total Loss (or in the event of a requisition for title of a Vessel, immediately after theoccurrence of such requisition of title), and be applied in accordance with paragraph (a) above (as applicable). 8.5Market Value (a)If the aggregate Market Value of the Vessels (then serving as collateral hereunder) is less than one hundred and thirty-five per cent (135%) of the Loansthe Borrowers shall, unless otherwise agreed with the Agent (on behalf of the Lenders) within fifteen (15) Business Days calculated from the occurrenceof such non-compliance, either: (i)prepay the Loans or a part of the Loans (as the case may be) required to restore the aforesaid ratio; or (ii)provide the Lenders with such additional security, in form and substance satisfactory to all Lenders (it being understood that cash collateral inUSD in an aggregate amount sufficient to restore the aforesaid ratio shall be deemed acceptable and be valued at par).Page 42 of 150(b)Unless otherwise requested by the Borrowers and agreed in writing by all Lenders any prepayment (or cancellation as relevant) under this Clause 8.5(Market Value) shall be applied on a pro rata basis between the Vessels and further distributed in the following internal order between each Vessel's VesselLoans: (i)for the Vessel Loans of any Original Vessel with outstanding Loans under both the Term Loan Facility and the Revolving Credit Facility, (A) firstly,towards any outstanding Loans under the Revolving Credit Facility on a pro rata, and thereafter (B) secondly, against the remaining instalmentsand balloon of the Loan relating to such Vessel under the Term Loan Facility in inverse order of maturity, and thereafter, (C) thirdly, towardscancellation of any Available Vessel Commitments pertaining to such Vessel; and (ii)for the Vessel Loans of any Additional Vessel, (A) firstly, towards any outstanding Loans under the Incremental Facility on a pro rata basis againstthe remaining instalments and balloon in inverse order of maturity, and thereafter, (B) secondly, towards cancellation of any Available VesselCommitments pertaining to such Vessel. 8.6Change of Control If a Change of Control occurs, (a)the Borrowers shall promptly notify the Agent upon becoming aware of that event whereupon the Agent shall notify the Lenders; (b)a Lender shall not be obliged to fund any Utilisation; and (c)the Agent shall, with thirty (30) Business Days prior written notice to the Borrowers cancel the Total Commitments and require the Borrowers to prepayall of the Outstanding Indebtedness in full.8.7Right of replacement or repayment and cancellation in relation to a single Lender (a)If:(i)any sum payable to any Lender by the Borrowers and/or the Guarantor is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up); or (ii)any Lender claims indemnification from the Borrowers under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs), the Borrowers may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice ofcancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Loans or give theAgent notice of its intention to replace that Lender in accordance with paragraph (d) below. (b)On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero. Page 43 of 150(c)On the last day of each Interest Period which ends after the Borrowers have given notice of cancellation under paragraph (a) above (or, if earlier, the datespecified by the Borrowers in that notice), the Borrowers shall repay that Lender's participation in the Loans.(d)The replacement of a Lender pursuant to paragraph (a) above shall be subject to the following conditions: (i)the Borrowers shall have no right to replace the Agent; (ii)neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and (iii)in no event shall the Lender replaced under paragraph (a) above be required to pay or surrender any of the fees received by such Lender pursuantto the Finance Documents. 8.8Restrictions (a)Any notice of cancellation or prepayment given by any Party under this Clause 8 (Prepayment and cancellation) shall be irrevocable and, unless acontrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and theamount of that cancellation or prepayment.(b)Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, withoutpremium or penalty.(c)The Borrowers may not re-borrow any part of any Loan which is prepaid according to this Clause 8 (Prepayment and cancellation). (d)The Borrowers shall not repay or prepay all or any part of a Loan or cancel all or any part of the Commitments except at the times and in the mannerexpressly provided for in this Agreement.(e)No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f)If the Agent receives a notice under this Clause 8 (Prepayment and cancellation) it shall promptly forward a copy of that notice to either the Borrowersor the affected Lender, as appropriate.(g)Unless otherwise specified herein, mandatory prepayments or cancellations of the Facilities shall be applied firstly on a pro rata basis between therespective Facilities and then, secondly, in an inverse order against the remaining instalments including the balloon.Page 44 of 150SECTION 5COSTS OF UTILISATION 9.OPTIONAL RATE SWITCH 9.1Optional Rate Switch (a)The Borrowers may in their sole discretion one (1) time during the lifetime of the Facilities freely chose to switch the Reference Rate from Term SOFR toSOFR by delivering a duly executed Optional Rate Switch Notice at latest five (5) Business Days before the end of the nearest ending current InterestPeriod for any of the Loans (an "Optional Rate Switch").(b)Provided that the Optional Rate Switch Notice complies with the requirements of this Agreement and accrued interest is paid according to Clause 10.2(payment of interest), the Optional Rate Switch shall take effect from the first day in the next Interest Period for the Loans meaning that the use of TermSOFR will be replaced by SOFR as Reference Rate from that date (the "Optional Rate Switch Date"). (c)Any Optional Rate Switch shall be binding and applicable for all existing Loans, all undrawn Commitments and any Incremental Facilities established afterthe Optional Rate Switch.9.2Notification by Agent Following the occurrence of an Optional Rate Switch, the Agent shall promptly notify the Lenders.10.INTEREST 10.1Calculation of interest The rate of interest on any Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable: (i)Margin; and (ii)applicable Reference Rate. 10.2Payment of interest The Borrowers shall pay accrued interest on each Loan on the last day of its Interest Period or, in case of Loans with Term SOFR as applicable ReferenceRate only, if the Interest Period is longer than three (3) Months, on the dates falling at three-monthly intervals after the first day of the Interest Period. Anyoutstanding interest accrued before an Optional Rate Switch shall in any event be paid by the Borrowers at latest on the Business Day before the OptionalRate Switch Date.10.3Default interestPage 45 of 150(a)If a Borrower or the Guarantor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdueamount from the due date up to the date of the actual payment (both before and after judgment), at a rate which, subject to paragraph (b) below, is twohundred basis points higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted apart of the Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably)above the Margin. Any interest accruing under this Clause 10.3 (Default interest) shall be immediately payable by the Borrowers and/or the Guarantor ondemand by the Agent. (b)If any overdue amount consists of all or part of a Loan for which Term SOFR is the applicable Reference Rate which became due on a day which was notthe last day of an Interest Period relating to such Loan: (i)the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to thatLoan; and (ii)the rate of interest applying to the overdue amount during that first Interest Period shall be two (2) per cent higher than the rate which would haveapplied if the overdue amount had not become due. (c)Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable tothat overdue amount but will remain immediately due and payable.10.4Notification of rates of interest (a)The Agent shall promptly notify the relevant Lenders and the Borrowers of the determination of a rate of interest under this Agreement. (b)The Agent shall promptly notify the Borrower of each Funding Rate relating to a Loan. (c)This Clause 10.4 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.11.INTEREST PERIODS 11.1Selection of Interest Periods (a)The Borrowers may select an Interest Period for a Loan under the Term Loan Facility of three (3) Months or any such other periods as all Lenders mayagree in the relevant Utilisation Request.(b)The Interest Period for any Loans under the Revolving Credit Facility and any Incremental Facility shall be three (3) Months, however so that the firstInterest Period for any such Loan shall be shortened to the extent necessary so that it ends on the next Scheduled Repayment Date. (c)In respect of any Loan already utilised under the Term Loan Facility, the Borrowers may select an Interest Period for such Loan in a Selection Notice onthe following terms: Page 46 of 150(i)each Selection Notice for a Loan is irrevocable and must be delivered to the Agent by the Borrowers not later than 12:00 noon Oslo time on thedate falling three (3) Business Days prior to the last day of the current Interest Period; and (ii)the Borrowers may select an Interest Period for a Loan under the Term Loan Facility of a period three (3) Months or any other periods as allLenders may agree. (d)If the Borrowers fail to deliver a Selection Notice to the Agent in accordance with paragraph (c) above, the relevant Interest Period will be three (3)Months.(e)An Interest Period for a Loan shall not extend beyond the Maturity Date. (f)The first Interest Period for a Loan shall start on the relevant Utilisation Date and each subsequent Interest Period shall start on the last day of itspreceding Interest Period.11.2Non-Business Days If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in thatcalendar month (if there is one) or the preceding Business Day (if there is not). 12.CHANGES TO THE CALCULATION OF INTEREST 12.1Absence of quotations (a)Interpolated Term SOFR: If Term SOFR is the applicable Reference Rate and no Term SOFR is available for the Interest Period of a Loan, the applicableReference Rate shall be the Interpolated Term SOFR for a period equal in length to the Interest Period of that Loan. (b)Central Bank Rate: If the applicable Reference Rate (Term SOFR or SOFR) is not available, as relevant on any day during, the Interest Period of a Loanand in case of Term SOFR it is not possible to calculate the Interpolated Term SOFR, the applicable Reference Rate shall be the percentage rate per annumwhich is the aggregate of (i) the arithmetic mean of the Central Bank Rate for the relevant days in the Interest Period of the Loan(s), provided that theCentral Bank Rate applicable to the day falling five (5) days prior to the last day of the relevant Interest Period shall be deemed to be the Central BankRate for the final five (5) days of that Interest Period and (ii) the applicable Central Bank Rate Adjustment. 12.2Interest calculation if no Term SOFR, SOFR or Central Bank Rate If Clause 12.1 (Absence of quotations) paragraph (b) applies but no Central Bank Rate is available for the purpose of calculating the Reference Rate, Clause12.4 (Cost of funds) shall apply to the Loan(s) for the relevant Interest Period.12.3Market disruption If before close of business in Amsterdam on the Quotation Day for the relevant Interest Period the Agent receives notifications from a Lender or Lenders(whose participations in a Loan exceed fifty (50) per cent. of that Loan) that its cost of funds relating to its participation in that Loan would be in excess ofthat Market Disruption Rate then Clause 12.4 (Cost of funds) shall apply to that Loan for the relevant Interest Period. 12.4Cost of fundsPage 47 of 150(a)If this Clause 12.4 applies, the rate of interest on each Lender's share of the relevant Loan for the relevant Interest Period shall be the percentage rate perannum which is the sum of:(i)the Margin; and (ii)in respect of each relevant Lender, the rate notified to the Agent by that Lender as soon as practicable and in any event within 2 Business Daysbefore the date on which interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum itscost of funds relating to its participation in that Loan. (b)If this Clause 12.4 applies and the Agent or the Borrowers so require, the Agent and the Borrowers shall enter into negotiations (for a period of not morethan thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest. (c)Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all Lenders and the Borrowers, be binding on all Parties. (d)If an alternative basis is not agreed pursuant to paragraph (b) above, the Borrowers shall have the option to (i) cancel and prepay the relevant Loan(s)according to Clause 8.1 (Voluntary cancellation) and 8.2 (Voluntary prepayment of Loans) or (ii) continue to pay interest calculated under Clause 12.4(Cost of funds). For the avoidance of doubt, Clause 38.3 (Changes to Reference Rates) shall in any event apply if and when relevant according to itsterms.(e)The Borrower shall continue to pay interest calculated under Clause 12.4 (Cost of funds) as long as no agreed substitute basis for determining the rate ofinterest has been implemented. (f)If this Clause 12.4 applies and:(i)a Lender's Funding Rate is less than the Market Disruption Rate; or (ii)a Lender does not supply a quotation by the time specified in sub-paragraph (a)(ii) above, the cost to that Lender of funding its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, tobe the Market Disruption Rate for that Loan. 12.5Notification of market disruption If Clause 12.4 (Cost of funds) applies the Agent shall, as soon as is practicable, notify the Borrowers and each of the relevant Lenders.If Clause 12.4 (Cost of funds) applies the Agent shall, as soon as is practicable, notify the Borrowers and each of the relevant Lenders. 12.6Break Costs (a)The Borrowers shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any partof a Loan or Unpaid Sum being paid by the Borrowers on a day other than the last day of an Interest Period for that Loan or Unpaid Sum. Page 48 of 150(b)Each relevant Finance Party shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its BreakCosts for any Interest Period in which they become, or may become, payable.13.FEES 13.1Commitment fee (a)The Borrowers shall pay to the Agent (for the account of each relevant Lender) a fee in USD computed at the rate of forty per cent (40%) of the relevantMargin per annum and calculated on the undrawn portion of the Total Commitments during the relevant Availability Period. (b)The accrued commitment fee is payable (i) quarterly in arrears on the last day of each fiscal quarter, (ii) on the last day of the relevant Availability Periodand (iii) if cancelled in full, on the cancelled amount at the time the cancellation is effective.13.2Other fees To be paid as per any separate Fee Letter. Page 49 of 150SECTION 6ADDITIONAL PAYMENT OBLIGATIONS14.TAX GROSS UP AND INDEMNITIES 14.1Definitions In this Agreement: "Protected Party" means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to asum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document. "Tax Credit" means a credit against, relief or remission for, or repayment of any Tax. "Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction. "Tax Payment" means either the increase in a payment made by an Obligor to a Finance Party under Clause 14.2 (Tax gross-up) or a payment under Clause14.3 (Tax indemnity). 14.2Tax gross-up (a)All payments by the Obligors under the Finance Documents shall be made free and clear of any Tax Deduction or any other governmental or publicpayment imposed by the laws of any jurisdiction from which or through which such payment is made, unless a Tax Deduction or withholding is requiredby law. (b)The Borrowers shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of aTax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to thatLender. If the Agent receives such notification from a Lender it shall notify the Obligors. (c)If a Tax Deduction is required by law to be made by any Obligor, the amount of the payment due from that Obligor shall be increased to an amount which(after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (d)If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that TaxDeduction within the time allowed and in the minimum amount required by law.(e)Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that TaxDeduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the TaxDeduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.14.3Tax indemnityPage 50 of 150(a)The Obligors shall (within three (3) Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost whichthat Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a FinanceDocument.(b)Paragraph (a) above shall not apply: (i)with respect to any Tax assessed on a Finance Party: (A)under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which thatFinance Party is treated as resident for tax purposes; or (B)under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in thatjurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable)by that Finance Party; or (ii)to the extent a loss, liability or cost: (A)is compensated for by an increased payment under Clause 14.2 (Tax gross- up); or; (B)relates to a FATCA Deduction to be made by a Party. (c)A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or hasgiven, rise to the claim, following which the Agent shall notify the Borrowers. (d)A Protected Party shall, on receiving a payment from an Obligor under this Clause 14.3 (Tax indemnity), notify the Agent.14.4Tax Credit If an Obligor makes a Tax Payment and the relevant Finance Party determines that: (a)a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and(b)that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall pay an amount to that Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as itwould have been in had the Tax Payment not been required to be made by that Obligor.14.5Stamp taxes The Borrowers shall pay and, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Partyincurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.14.6VATPage 51 of 150(a)All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party which (in whole or in part) constitute theconsideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, thatParty shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to theamount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).(b)Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify(as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent thatsuch Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. 14.7FATCA Information (a)Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party: (i)confirm to that other Party whether it is: (A)a FATCA Exempt Party; or (B)not a FATCA Exempt Party; and(ii)supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable "passthrupayment percentage" or other information required under the US Treasury Regulations or other official guidance including intergovernmentalagreements) as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and (iii)supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for thepurposes of that other Party's compliance with any other law, regulation, or exchange of information regime. (b)If a Party confirms to another Party pursuant to sub-paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it isnot, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.(c)Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a) above shall not oblige any other Party to do anything, whichwould or might in its reasonable opinion constitute a breach of: (i)any law or regulation; (ii)any fiduciary duty; or (iii)any duty of confidentiality.Page 52 of 150(d)If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance withparagraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of theFinance Documents (and payments made under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requestedconfirmation, forms, documentation or other information.14.8FATCA Deduction (a)Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, andno Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of thepayment for that FATCA Deduction.(b)Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCADeduction) notify the Party to whom it is making the payment and, in addition, shall notify the Borrowers and the Agent shall notify the other FinanceParties. 14.9Secured Hedging Agreements Clauses 14.1 (Definitions) through 14.8 (FATCA Deduction) above do not apply for sums due between an Obligor and a Hedging Bank under or inconnection with a Secured Hedging Agreement as to which sums the provisions of Section 2(d) (Deduction or Withholding for Tax) of the relevant ISDAmaster agreement shall apply.15.INCREASED COSTS 15.1Increased costs (a)Subject to Clause 15.3 (Exceptions) the Borrowers shall, within three (3) Business Days of a demand by the Agent, pay for the account of a Finance Partythe amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i)the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; (ii)compliance with any law or regulation made after the date of this Agreement; or (iii)the implementation or application of, or compliance with: (A)the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework formore resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring"and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on BankingSupervision on 16 December 2010, each as amended, supplemented or restated; (B)the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and theadditional loss absorbency requirement rules text" published by the Basel Committee on Banking Supervision in November 2011, asamended, supplemented or restated (together with (A) collectively referred to as "Basel III"); Page 53 of 150(C)Directive 2013/36/EU of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions andinvestment firms, amending Directive 2002/87/EC and repealing Directive 2006/48/EC and 2006/49/EC ("CRD IV"); (D)Regulation (EU) no. 575/2013 of 26 June 2013 on prudential requirements for credit institutions and investment firms and amendingregulation (EU) No. 648/2012 ("CRR"); (E)any law or regulation that implements or applies to Basel III, CRD IV or CRR; and (F)any further guidance or standards published by the Basel Committee on Banking Supervision relating to Basel III or "Basel IV". (b)In this Agreement "Increased Costs" means:(i)a reduction in the rate of return from the Facilities or on a Finance Party's (or its Affiliate's) overall capital; (ii)an additional or increased cost; or (iii)a reduction of any amount due and payable under any Finance Document, which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered intoits Commitment or funding or performing its obligations under any Finance Document.15.2Increased cost claims (a)A Finance Party intending to make a claim pursuant to Clause 15.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, followingwhich the Agent shall promptly notify the Borrowers. (b)Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.15.3Exceptions (a)Clause 15.1 (Increased costs) does not apply to the extent any Increased Cost is: (i)attributable to a Tax Deduction required by law to be made by the Borrowers and/or the Guarantor; (ii)attributable to a FATCA Deduction required to be made by a Party; (iii)compensated for by Clause 14.3 (Tax indemnity) (or would have been compensated for under Clause 14.3 (Tax indemnity) but was not socompensated solely because any of the exclusions in paragraph (b) of Clause 14.3 (Tax indemnity) applied); or (iv)attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation. (b)In this Clause 15.3 (Exceptions), a reference to a "Tax Deduction" has the same meaning given to the term in Clause 12.1 (Definitions).Page 54 of 15016.OTHER INDEMNITIES 16.1Currency indemnity (a)If any sum due from the Obligors under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to beconverted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of: (i)making or filing a claim or proof against that Obligor; (ii)obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings, that Obligor shall as an independent obligation, within three (3) Business Days of demand, indemnify each Finance Party to whom that Sum is dueagainst any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used toconvert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of itsreceipt of that Sum.(b)Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other thanthat in which it is expressed to be payable. 16.2Other indemnities The Obligors shall, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Partyin any jurisdiction (including but not limited to any cost, loss or liability incurred by any of the Finance Parties arising or asserted under or in connectionwith any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions Laws) as a result of:(a)the occurrence of any Event of Default or Sanctions Event; (b)a failure by the Borrowers and/or the Guarantor to pay any amount due under a Finance Document on its due date, including without limitation, any cost,loss or liability arising as a result of Clause 31 (Sharing among the Finance Parties); (c)funding, or making arrangements to fund, its participation in a Loan requested by the Borrowers in a Utilisation Request but not made by reason of theoperation of any one or more of the provisions of this Agreement;(d)a third party claim related to the Finance Documents, the Obligors or the Vessels, hereunder any Environmental Claims or any non-compliance by anyObligor, the Technical Manager, the Commercial Manager and/or any Charterer with applicable laws including Sanctions Laws;(e)any claim, action, civil penalty or fine against, any settlement, and any other kind of loss or liability, and all reasonable costs and expenses (includingreasonable counsel fees and disbursements) incurred by the Agent or any other Finance Party as a result of conduct of any Obligor or any of theirpartners, directors, officers, employees, agents or advisors, in relation to any Sanctions Laws; orPage 55 of 150(f)a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrowers, in each case other than by reason of default or negligence by that Finance Party alone. 16.3Indemnity to the Agent and the Security Agent The Obligors shall promptly indemnify the Agent and/or the Security Agent (as the case might be) against any cost, loss or liability incurred by the Agent orthe Security Agent (acting reasonably) as a result of:(a)investigating any event which it reasonably believes is a Default or Sanctions Event; or (b)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.17.MITIGATION BY THE LENDERS 17.1Mitigation (a)Each Finance Party shall, in consultation with the Borrowers, take all reasonable steps to mitigate any circumstances which arise and which would resultin any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 8.3 (Illegality), Clause 14 (Tax gross-up and indemnities)or Clause 15 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate orFacility Office. (b)Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.17.2Limitation of liability (a)The Borrowers shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of stepstaken by it under Clause 17.1 (Mitigation). (b)A Finance Party is not obliged to take any steps under Clause 17.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so mightbe prejudicial to it.18.COSTS AND EXPENSES 18.1Transaction expenses The Borrowers shall promptly on demand pay the Agent, the Finance Parties the amount of all costs and third party expenses (including legal fees, travelexpenses and out of pocket expenses) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution andsyndication of:(a)this Agreement and any other documents referred to in this Agreement; and (b)any other Finance Documents executed after the date of this Agreement. 18.2Amendment and enforcement costsPage 56 of 150The Borrowers shall, within three (3) Business Days of demand, reimburse the Agent and any Finance Party for the amount of all duly documented costs andexpenses (including but not limited to legal fees and other professional fees) incurred by the Agent and any such Finance Party in connection with:(a)responding to, evaluating, negotiating or complying with a request or requirement for any amendment, waiver or consent; (b)the granting of any release, waiver or consent under the Finance Documents; (c)any amendment or variation of a Finance Document; and (d)the enforcement of, or the preservation, protection or maintenance of, or attempt to preserve or enforce, any of the rights of the Finance Parties under theFinance Documents. For the avoidance of doubt, costs payable by the Borrowers under Clause 18.1 (Transaction expenses) and this Clause 18.2 (Amendment and enforcementcosts) as relevant, (i) covers costs due to Clause 38.3 (Changes to reference rates) (regardless of which Party taking the initiative to the change) and (ii)remain payable whether or not any Utilisation is ever made. 18.3Agent's and Security Agent's management time Subject to there having occurred a Default or an Event of Default, any amount payable to the Agent or Security Agent (as the case may be) under Clause 16(Other indemnities), this Clause 18 (Costs and expenses), Clause 29.11 (Lenders' indemnity to the Agent) and/or Clause 38.3 (Changes to reference rates)shall include the cost of utilising the Agent's and/or Security Agent's (as the case may be) management time or other resources and will be calculated on thebasis of such reasonable daily or hourly rates as the Agent or Security Agent (as the case may be) may notify to the Borrowers and the Lenders, and is inaddition to any fee paid or payable to the Agent and/or Security Agent (as the case may be) under Clause 13 (Fees).Page 57 of 150SECTION 7SECURITY 19.SECURITY 19.1Security (a)The obligations and liabilities of the Borrowers and the Guarantor under the Finance Documents, whether present and future, actual or contingent,whether as primary obligor or as guarantor, including (without limitation) the Borrowers' obligation to repay the Loans together with all unpaid interest,default interest, commissions, charges, expenses and any other derived liability whatsoever of the Borrowers towards the Finance Parties in connectionwith this Agreement or any Secured Hedging Agreement, shall at any time until all amounts due to the Finance Parties under any Finance Document havebeen paid and/or repaid in full, be secured on a cross-collateralized basis by the following security: (i)the Mortgages; (ii)the Guarantee; (iii)the Assignment Agreements; (iv)any Intra Group Loans Assignment Agreements; (v)the Pledges of Shares, including but not limited to, any customary power of attorney for sale of the Shares and signed but undated letters ofresignation from each director; (vi)if relevant, any Charterparty Assignment; and (vii)any other document that may have been or shall from time to time hereafter be executed as Security for the Borrowers' obligations under orpursuant to the Finance Documents. (b)The Security Documents shall rank with first priority. 19.2Perfection etc. Each Borrower undertakes to ensure that the Security Documents are duly executed by the parties thereto in favour of the Security Agent (on behalf of theFinance Parties) and/or the Lenders (as the case may be) in accordance with Clause 4 (Conditions of Utilisation), legally valid and in full force and effect,and to execute or procure the execution of such further documentation as the Security Agent may reasonable require in order for the relevant Finance Parties,to maintain the security position envisaged hereunder. 19.3Further assignment of Earnings, Charterparty and Intra Group Loans (a)In the event that a Borrower enters into a Charterparty, the relevant Borrower shall prior to the relevant commencement date, or if not practical, promptlythereafter assign such Charterparty (if legally possible and required by any Lender) or (if not legally possible to assign such charter or contract) anyEarnings accruing thereunder in favour of the Security Agent (on behalf of the Finance Parties).Page 58 of 150(b)In the event that any of the Obligors enter into any Intra Group Loans, the relevant Obligor shall prior to the relevant commencement date assign by wayof an Intra Group Loans Assignment Agreement such claims the relevant Obligor may have thereunder in favour of the Security Agent (on behalf of theFinance Parties). 19.4Security – Secured Hedging Agreement(a)The Borrowers' and/or the Guarantor's obligations and liabilities under any Secured Hedging Agreement, whether present and future, actual orcontingent, whether as primary obligor or as guarantor, together with all unpaid interest, default interest, commissions, charges, expenses and any otherderived liability whatsoever of the Borrowers and/or the Guarantor towards a Hedging Bank in connection with any Secured Hedging Agreement, shall atany time until all amounts due to a Hedging Bank under any Secured Hedging Agreement have been paid and/or repaid in full, be secured by the SecurityDocuments and the guarantee liabilities of the Guarantor pursuant to Clause 20 (Guarantee and indemnity), however on subordinated basis to the rightsof the other Finance Parties as per Clause 32.5 (Partial Payments). (b)The relevant Hedging Bank shall immediately upon execution of a master agreement in respect of a Secured Hedging Agreement inform the SecurityAgent and provide a copy of the relevant master agreement to the Security Agent. The relevant Obligor shall also take such steps as the Security Agentmay require to perfect the assignment over the Borrowers' and/or the Guarantor's rights under the relevant Secured Hedging Agreement as per therelevant Assignment Agreement or such other form approved by the Agent. Further, each Hedging Bank shall keep the Security Agent updated on anytransactions made under a Secured Hedging Agreement. 20.GUARANTEE AND INDEMNITY 20.1Guarantee and indemnity The Guarantor irrevocably and unconditionally: (a)guarantees to each Finance Party punctual performance by the Borrowers of all the Borrowers' obligations under the Finance Documents.(b)undertakes with each Finance Party that whenever the Borrowers do not pay any amount when due under or in connection with any Finance Document, itshall immediately on demand pay that amount as if it was the principal obligor; and(c)agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent andprimary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of the Borrowers not payingany amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when itwould have been due. The amount payable by the relevant Guarantor under this indemnity will not exceed the amount it would have had to pay under thisClause 20 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee;Page 59 of 150provided, however, that the maximum guarantee liability of the Guarantor hereunder shall always be limited to USD 490,000,000 plus (i) any interest, defaultinterest, Break Cost or other costs, fees and expenses related to the Borrowers' obligations under the Finance Documents and (ii) any default interest or othercosts, fees and expenses related to the liability of the Guarantor hereunder.20.2Continuing guarantee This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless ofany intermediate payment or discharge in whole or in part. 20.3Reinstatement If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by aFinance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation,administration or otherwise, without limitation, then the liability of the Guarantor under this Clause 20 (Guarantee and indemnity) will continue or bereinstated as if the discharge, release or arrangement had not occurred. 20.4Waiver of defences The obligations of the Guarantor under this Clause 20 (Guarantee and indemnity) will not be affected by an act, omission, matter or thing which, but for thisClause, would reduce, release or prejudice any of its obligations under this Clause 20 (Guarantee and indemnity) (without limitation and whether or notknown to it or any Finance Party) including:(a)any time, waiver or consent granted to, or composition with, the Borrowers or other person;(b)the release of the Borrowers or any other person under the terms of any composition or arrangement with any creditor of the Borrowers; (c)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security overassets of, a Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument orany failure to realise the full value of any security; (d)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Borrowers or any other person; (e)any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any FinanceDocument or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility orthe addition of any new facility under any Finance Document or other document or security; (f)any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or Page 60 of 150(g)any insolvency or similar proceedings. 20.5Immediate recourse The Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any otherrights or security or claim payment from any person before claiming from the Guarantor under this Clause 20 (Guarantee and indemnity). This waiver appliesirrespective of any law or any provision of a Finance Document to the contrary.20.6Appropriations Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full,each Finance Party (or any trustee or agent on its behalf) may:(a)refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) inrespect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and theGuarantor shall not be entitled to the benefit of the same; and(b)hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor's liability under this Clause 20(Guarantee and indemnity). 20.7Deferral of the Guarantor's rights Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in fulland unless the Agent otherwise directs, the Guarantor will not exercise any rights which it may have by reason of performance by them of their obligationsunder the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 20 (Guarantee and indemnity):(a)to be indemnified by the Borrowers;(b)to claim any contribution from any other guarantor of the Borrowers' obligations under the Finance Documents; (c)to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documentsor of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;(d)to bring legal or other proceedings for an order requiring the Borrowers to make any payment, or perform any obligation, in respect of which theGuarantor has given a guarantee, undertaking or indemnity under Clause 20.1 (Guarantee and indemnity); (e)to exercise any right of set-off against the Borrowers; and/or (f)to claim or prove as a creditor of the Borrowers in competition with any Finance Party.Page 61 of 150If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extentnecessary to enable all amounts which may be or become payable to the Finance Parties by the Borrowers under or in connection with the FinanceDocuments to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct forapplication in accordance with Clause 32 (Payment mechanics).20.8Additional security The guarantee given by the Guarantor herein is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently heldby any Finance Party. 20.9Norwegian FA Act The Guarantor specifically waives all rights under the provisions of the FA Act not being mandatory provisions. 20.10Guarantee limitations The guarantee and liability set out in this Clause 20 (Guarantee and indemnity ) does not apply to any liability if and to the extent that it would result in thisguarantee constituting unlawful financial assistance within the meaning of applicable provisions under the laws of the relevant jurisdiction of the Guarantor.Page 62 of 150SECTION 8REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT21.REPRESENTATIONS Each Original Borrower and the Guarantor makes the representations and warranties set out in this Clause 21 (Representations) to each Finance Party on thedate of this Agreement.21.1Status (a)Each Obligor is a corporation or company, duly incorporated, with good standing and validly existing under the law of its jurisdiction of incorporation. (b)Each Obligor and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.(c)No Obligor is a US Tax Obligor. (d)In accordance with the FA Act section 3-12 (2) and the Norwegian Anti-Money Laundering Act 2018/23 (in No: hvitvaskingsloven) section 13 (1) theObligors confirm that the information set out in Schedule 9 (KYC information – FA Act section 3-12) is true and accurate as of the date of this Agreement.21.2Binding obligations (a)The obligations expressed to be assumed by the relevant Obligor in each Finance Document are, subject to any general principles of law limiting itsobligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation), legal, valid, binding andenforceable obligations.(b)Save as provided herein or therein and/or as have been or shall be completed prior to a Utilisation Date, no registration, filing, payment of tax or fees orother formalities are necessary or desired to render the Finance Documents enforceable against the Obligors, and in respect of the Vessels, for theMortgages to constitute valid and enforceable first priority mortgage over the Vessels.21.3Non-conflict with other obligations The entry into and performance by any of the Obligors of, and the transactions contemplated by, the Finance Documents and the Transaction Documents donot and will not conflict with: (a)any law, statute, rule or regulation applicable to it, or any order, judgment, decree or permit to which it is subject, including any law, statute, rule orregulation implemented to combat money laundering and bribery;(b)its or any of its Subsidiaries' constitutional documents; or (c)any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries' assets.21.4Power and authorityPage 63 of 150(a)Each Obligor has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of,the Finance Documents and the Transaction Documents to which it is a party and the transactions contemplated by those Finance Documents andTransaction Documents.(b)All necessary corporate, shareholder and other action have been taken by each Obligor to approve and authorize the execution of the Finance Documentsand the Transaction Documents, the compliance with the provisions thereof and the performance of its obligations thereunder. (c)Each Borrower acts for its own account by entering into the Finance Documents and obtaining the Facilities.21.5Validity and admissibility in evidence All Authorisations required or desirable: (a)to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents and the Transaction Documentsto which it is a party;(b)to make the Finance Documents and the Transaction Documents admissible in evidence in its jurisdiction of incorporation; and (c)in connection with each Obligor's business and ownership of assets, have been obtained or effected and are in full force and effect, and there are no circumstances which indicate that any of the same are likely to be revoked inwhole or in part. 21.6Governing law and enforcement (a)The choice of Norwegian law and any other applicable law respectively as the governing law of the Finance Documents will be recognised and enforcedin its jurisdiction of incorporation. (b)Any judgment obtained in Norway and/or any other applicable jurisdiction in relation to a Finance Document will be recognised and enforced in therelevant Obligor's jurisdiction of incorporation.21.7Insolvency No corporate action, legal proceeding or other procedure or step described in Clause 26.6 (Insolvency), Clause 26.7 (Insolvency proceedings) or Clause 26.8(Creditors' process) is currently pending or, to its knowledge, threatened in relation to any Obligor, and none of the circumstances described in Clause 26.6(Insolvency), Clause 26.7 (Insolvency proceedings) or Clause 26.8 (Creditors' process) applies to any of the Obligors. 21.8Deduction of Tax No Obligor is required to make any deduction for or on account of Tax from any payment it may make under any Finance Document. 21.9No filing or stamp taxesPage 64 of 150Under the law of the relevant Obligor's jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with anycourt or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactionscontemplated by the Finance Documents (other than the Mortgage and as otherwise stated in any legal opinion obtained by the Agent in connection withthis Agreement).21.10No default (a)No Event of Default is continuing or might reasonably be expected to result from the making of a Utilisation. (b)No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on any Obligor orany of its Subsidiaries or to which its (or any of its Subsidiaries') assets are subject which has or might have a Material Adverse Effect. 21.11No misleading information (a)Any factual information provided by any Obligor or otherwise relevant to matters contemplated by the Finance Documents was true and accurate in allmaterial respects as at the date it was provided or as at the date (if any) at which it is stated.(b)The financial information provided by any Obligor has been prepared on the basis of recent historical information and on the basis of reasonableassumptions. (c)Nothing has occurred or been omitted and no information has been given or withheld that results in the information provided by any Obligor beingincomplete, untrue or misleading in any material respect.21.12Financial statements (a)Its Original Financial Statements were prepared in accordance with GAAP consistently applied.(b)Its Original Financial Statements fairly represent its financial condition and operations (consolidated in the case of the Guarantor) during the relevantfinancial year. (c)There has been no material adverse change in its business or financial condition (or the business or consolidated financial condition of any Obligor)since the date of delivery of its latest financial statements.21.13Pari passu ranking The relevant Obligor's payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured andunsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally. 21.14No proceedings pending or threatened No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which might reasonably be expected to have a MaterialAdverse Effect have (to the best of its knowledge and belief) been started or threatened against any Obligor or any of its Subsidiaries.Page 65 of 15021.15Title The relevant Obligor holds, or from the relevant Delivery Date will hold, the legal title and/or will be the beneficial party, as the case may be, to the SecuredAssets. 21.16No security None of the Secured Assets will from the first Utilisation Date be affected by any Security, and no Obligor will be a party to, nor is it or any of the SecuredAssets bound by any order, agreement or instrument under which it is, or in certain events may be, required to create, assume or permit to arise any Securityover any of the Secured Assets, save for (i) the Security created under the Security Documents, (ii) for liens (including but not limited to maritime liensdefined as such pursuant to applicable law) arising solely by operation of law and/or in the ordinary course of business or (iii) otherwise as agreed with theAgent (on behalf of the Finance Parties). 21.17No immunity No Obligor, nor any of their assets, are entitled to immunity from suit, execution, attachment or other legal process, and the relevant Obligor's entry into ofthe Finance Documents and the Transaction Documents constitutes, and the exercise of its rights and performance of and compliance with its obligationsunder Finance Documents and the Transaction Documents will constitute, private and commercial acts done and performed for private and commercialpurposes. 21.18Ranking of Security Documents The Security created by the Security Documents has or will have the ranking in priority which it is expressed to have in the Security Documents and theSecurity is not subject to any prior ranking. 21.19Taxation (a)No Obligor is overdue in the filing of any Tax returns. (b)To the best of its knowledge and belief, no claims or investigations are being, or are reasonably likely to be, made or conducted against any Obligor withrespect to Taxes which is reasonably likely to have a Material Adverse Effect on its ability to perform its obligations under the Finance Documents.(c)The relevant Obligor is resident for Tax purposes only in the jurisdiction of its incorporation, unless the Agent shall have been otherwise informed inwriting. 21.20Environmental compliance Each of the Borrowers and to the best of its knowledge and belief (having made due and careful inquiry) any of its Affiliates, the Technical Manager and anyCharterers (if applicable) have performed and observed all Environmental Laws, Environmental Permits and all other covenants, conditions, restrictions oragreements directly or indirectly concerned with any contamination, pollution or waste or the release or discharge of any toxic or hazardous substance inconnection with the Vessels. 21.21Environmental ClaimsPage 66 of 150No Environmental Claim has been commenced or (to the best of its knowledge and belief, having made due and careful enquiry) is threatened against itwhere that claim has or is reasonably likely to have a Material Adverse Effect on its ability to perform its obligations under the Finance Documents and theTransaction Documents.21.22ISM Code and ISPS Code compliance All requirements of the ISM Code and the ISPS Code as they relate to the Borrowers (or any of their Affiliates) and the Vessels, and to the best of itsknowledge and belief (having made due and careful inquiry) the Technical Manager, any Charterers have been complied with. 21.23The Vessels The Vessels are: (a)in the absolute ownership of the relevant Borrower free and clear of all encumbrances (other than current crew wages and the Mortgage and a securitycreated pursuant to any of the Security Documents) and the relevant Borrower will be the sole, legal and beneficial owner of such Vessel;(b)registered in the name of the relevant Borrower with the relevant Approved Ship Registry under the laws and flag applicable for the relevant ApprovedShip Registry; (c)operationally seaworthy in every way and fit for service; and (d)classed with ABS, Lloyd's Register, DNV or such other IACS classification society as approved by the Agent (on behalf of the Majority Lenders), free ofall overdue recommendations/conditions of class.21.24Financial Indebtedness No Obligor is in breach of or in default under any agreement or other instrument relating to Financial Indebtedness to which it is a party or by which it isbound (nor would it be with the giving of notice or lapse of time or both). 21.25Sanctions (a)Each Obligor, their respective directors, officers, and employees, and to the best of its knowledge and belief (having made due and careful inquiry), eachof their Affiliates, their joint ventures, and their respective directors, officers, employees, agents or representatives has been and is in compliance withSanctions Laws. (b)No Obligor, or any of their respective directors, officers, employees is, nor is, to the Obligor's best knowledge and belief (having made due and carefulinquiry), any of its Affiliates and their joint ventures, and their respective directors, officers, employees, agents or representatives:(i)a Restricted Party, does not act directly or indirectly on behalf of, or for the benefit of, a Restricted Party, or is involved in any transaction throughwhich it is likely to become a Restricted Party; orPage 67 of 150(ii)subject to or involved in any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws by any SanctionsAuthority or has received notice of or is aware of any such inquiry, claim, action, suit, proceeding or investigation.(c)None of the Vessels are a vessel with which any person is prohibited or restricted from dealing with under any Sanctions Laws. 21.26Anti-bribery, anti-corruption and anti-money laundering None of the Obligors nor any of its Subsidiaries, or, to the best knowledge of such Obligor, any Affiliate, director or officer or employee of it, has engaged inany activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicablejurisdiction and each Obligor has instituted and maintains policies and procedures designed to prevent violation of such laws, regulations and rules.21.27Shares (a)The Borrowers are wholly owned indirect or direct Subsidiaries of the Guarantor (unless and until the Shares are transferred and the Loans are prepaid inaccordance with this Agreement).(b)The Shares are fully paid, non-assessable and not subject to any option to purchase or similar rights. The constitutional documents of each Borrower donot and could not restrict or inhibit any transfer of those Shares on creation or enforcement of any of the Secured Assets. There are no agreements inforce which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of anyBorrower (including any option or right of pre-emption or conversion). 21.28Charterparty No "event of default" or "default" (howsoever described) is continuing under any Charterparty. 21.29Repetition (a)The Repeating Representations being each of the representations set out in Clause 21 (Representations) subject to paragraph (b) below, are deemed to bemade by each Obligor by reference to the facts and circumstances then existing on the date of a Utilisation Request and the first day of each InterestPeriod and on the date of delivery of each Compliance Certificate (or, if no such Compliance Certificate is forwarded, on each day such certificate shouldhave been forwarded to the Agent at the latest). (b)The representations set out in Clauses 21.7 (Insolvency) until and including 21.9 (No filing or stamp taxes), 21.14 (No proceedings pending orthreatened) and 21.19 (Taxation) are not repeating and shall only be made by each Obligor by reference to the facts and circumstances then existing onthe date of a Utilisation Request. 22.INFORMATION UNDERTAKINGSPage 68 of 150The undertakings in this Clause 22 (Information undertakings) remain in force (i) as relates to the Original Borrowers and the Guarantor, from the date of thisAgreement and (ii) as relates to any Additional Borrower, from the date it has acceded as Borrower under this Agreement, and in each case apply for so longas any amount is outstanding under the Finance Documents or any Commitment is in force.22.1Financial statements The Obligors shall supply or procure to supply to the Agent copies for all the Lenders of: (a)as soon as they are available and public, but in any event with one hundred and twenty (120) days after the end of its financial year; (i)the audited consolidated financial statements of the Guarantor for that financial year; (ii)the unaudited management accounts (profit and loss statement and balance sheet) of the Borrowers for that financial year; (b)as soon as they are available and public, but in any event within ninety (90) days after the last day of each quarter the unaudited consolidated financialstatements of the Guarantor for that financial quarter;(c)as soon as they are available, but in any event within ninety (90) days after the end of its financial year, the financial projections of the Guarantor on anannual basis; and (d)such other financial and other information of any Obligor as the Lenders shall reasonably require from time to time (including but not limited to in relationto Sanctions Laws).22.2Compliance Certificate The Obligors shall supply to the Agent, with each set of financial statements delivered pursuant to paragraphs (a) and (b) of Clause 22.1 (Financialstatements), a Compliance Certificate signed by the chief financial officer of the Guarantor setting out (in reasonable detail) computations as to compliancewith Clause 23 (Financial covenants) as at the date as at which those financial statements were drawn up.22.3Requirements as to financial statements (a)The Guarantor shall procure that each set of financial statements delivered pursuant to Clause 22.1 (Financial statements) is prepared using GAAP,accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligorunless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or referenceperiods and its auditors (or, if appropriate, the auditors of the relevant Obligor) deliver to the Agent: (i)a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon whichthat Obligor's Original Financial Statements were prepared; andPage 69 of 150(ii)sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 23(Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financialstatements and that Obligor's Original Financial Statements. Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflectthe basis upon which the Original Financial Statements were prepared.22.4Information: miscellaneous The Borrowers shall supply to the Agent (with copies for all the Lenders, if the Agent so requests): (a)all documents dispatched by the Borrowers and the Guarantor to their shareholders generally (or any class of them) or their creditors generally at thesame time as they are dispatched; (b)promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pendingagainst any Obligor, and which might, if adversely determined, have a Material Adverse Effect;(c)promptly, such further information regarding the financial condition, business and operations of any Obligor as any Finance Party (through the Agent)may reasonably request, promptly, such information about the Vessels' classification records and status as the Agent may reasonably request;(d)promptly upon becoming aware of them, the details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanctions Laws by anySanctions Authority against it, any of its direct or indirect owners, Affiliates, any of their joint ventures or any of their respective directors, officers,employees, agents or representatives, as well as information on what steps are being taken with regards to answer or oppose such; (e)promptly upon becoming aware of them, any details of any material claims or amendments under any Transaction Document (other than FinanceDocuments); and (f)promptly upon becoming aware that it, any of its direct or indirect owners, Affiliates, any of their joint ventures or any of their respective directors,officers, employees, agents or representatives has become or is likely to become a Restricted Party.22.5Notification of default (a)Each of the Borrowers and the Guarantor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) and any Sanctions Eventpromptly upon becoming aware of its occurrence. (b)Promptly upon a request by the Agent, the Borrowers shall supply to the Agent a certificate signed by two of its directors or senior officers on its behalfcertifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it) and that noSanctions Event has occurred.22.6Notification of Environmental ClaimsPage 70 of 150The Borrowers shall inform the Agent in writing as soon as reasonably practicable upon becoming aware of the same: (a)if any Environmental Claim has been commenced or (to the best of its knowledge and belief) is threatened against the Borrowers (or any of its Affiliates),any Charterers, the Technical Manager or the Vessels; and(b)of any fact and circumstances which will or are reasonably likely to result in any Environmental Claim being commenced or threatened against any of theBorrowers (or any of their Affiliates), any Charterers, the Technical Manager or the Vessels, where the claim would be reasonably likely, if determined against the Borrowers (or any of its Affiliates) or the Vessels, to have a Material Adverse Effect. 22.7Market Value (a)The Borrowers shall arrange for, at its own expense, the Market Value of each Vessel individually to be determined on a quarterly basis.(b)The Borrowers shall forward the market valuations obtained pursuant to paragraph (a) above to the Agent (on behalf of the Finance Parties) together withthe Valuation Certificate within ten (10) days after the end of each financial quarter and such valuations shall be issued no more than thirty (30) days priorto the date provided to the Agent.(c)Should the Agent reasonably assume that a Default has occurred or may occur, or should a Vessel be sold or suffer a Total Loss, the Agent may arrange,or require the Borrowers to arrange, additional determinations of the Market Value of the Vessels at such frequency as the Agent (on behalf of FinanceParties) may request and at the Borrowers' expense. 22.8"Know your customer" checks (a)If: (i)the Agent's or any Lender's internal requirements or any laws or regulations applicable to it at any time; (ii)the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of thisAgreement; (iii)any change in the status of the Borrowers or the Guarantor after the date of this Agreement; or (iv)a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior tosuch assignment or transfer,Page 71 of 150obliges the Agent or any Lender (or, in the case of sub-paragraph (iv) above, any prospective new Lender) to comply with "know your customer" orsimilar identification procedures in circumstances where the necessary information is not already available to it, the Borrowers and/or the Guarantor shallpromptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonablyrequested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in sub-paragraph (iv) above,on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in sub-paragraph (iv) above, anyprospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicablelaws and regulations pursuant to the transactions contemplated in the Finance Documents. (b)Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonablyrequested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary "know your customer" or othersimilar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents. (c)The Guarantor shall, by not less than ten (10) Business Days' prior written notice to the Agent, notify the Agent (which shall promptly notify theLenders) of its intention to request that one of its Subsidiaries becomes an Additional Borrower pursuant to Clause 28.2 (Additional Borrowers). (d)Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Borrower obliges the Agent or any Lender tocomply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, theGuarantor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as isreasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order forthe Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or othersimilar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Borrower.(e)The Lenders to carry out and be satisfied with the results of all applicable "know your customer" requirements.(f)Without limiting any other provision of this Agreement, the Parties authorise and empower the Agent to collect, hold and circulate (on a need to knowbasis) any documentation and other information relating to "know your customer" or similar identification procedures requested or delivered by any Partyunder the terms of this Agreement or any other Finance Document. 22.9Disclosure of informationPage 72 of 150The Borrowers and the Guarantor irrevocably authorise the Finance Parties to give, divulge and reveal from time to time information and details relating to itsaccount, the Vessels, the Finance Documents, and the Loans and any other agreement entered into by the Obligors or information provided by the Obligors inconnection with the Loans to (i) any private, public or internationally recognised authorities, (ii) the Finance Parties' respective head office, branches and affiliates,and professional advisers, (iii) any other parties to the Finance Documents, (iv) a rating agency or their professional advisers, (v) any person with whom theypropose to enter (or contemplate entering) into contractual relations in relation to the Loans, (vi) any insurance company relevant to the Finance Parties, theObligors, the Vessels and/or the Loans, and (vii) any other person(s) regarding the funding, refinancing, transfer, assignment, sale, sub-participation or operationalarrangement or other transaction in relation thereto, including without limitation, for purposes in connection with a securitization or any enforcement, preservation,assignment, transfer, sale or sub-participation of any of the Finance Parties' rights and obligations. The Finance Parties agree not to disclose information to anythird party outside of the scope of the disclosure described above and further agree not to disclose any more information for such purposes than is reasonablynecessary.23.FINANCIAL COVENANTS 23.1Financial covenants - the Guarantor The Guarantor shall on a consolidated basis, measured and documented quarterly, at all times maintain: (a)unencumbered consolidated Cash of minimum the higher of (i) six per cent (6%) of the Total Interest Bearing Debt and (ii) USD 30,000,000; (b)Value Adjusted Tangible Net Worth of at least USD 300,000,000, but in any event the Value Adjusted Tangible Net Worth shall at all times be no less thantwenty-five per cent (25%) of the Value Adjusted Total Assets; and (c)a positive Working Capital. 23.2Amended financial covenants – Obligors In the event that an Obligor at any time agrees to additional financial covenants, or similar financial covenants at a stricter level with other banks, lendersand/or financiers than the financial covenants set out in this Clause 23 (Financial Covenants), then the Guarantor and/or the respective Borrowers shallpromptly notify the Agent and, the additional financial covenants shall automatically be deemed applicable for this Agreement (unless waived in writing bythe Agent acting on behalf of the Majority Lenders) and the Parties shall promptly enter into such documentation as may be necessary to include suchadditional or similar stricter financial covenants into this Agreement.24.GENERAL UNDERTAKINGSPage 73 of 150The undertakings in this Clause 24 (General undertakings) remain in force (i) as relates to the Original Borrowers and the Guarantor, from the date of thisAgreement and (ii) as relates to any Additional Borrower, from the date it has acceded as Borrower under this Agreement, and in each case apply for so longas any amount is outstanding under the Finance Documents or any Commitment is in force.24.1Authorisations Each Obligor shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect, any Authorisation required under any law orregulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity,enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.24.2Compliance with laws and Sanctions Laws (a)Each Obligor shall, and shall procure that each of their Affiliates, the Technical Manager, the Commercial Manager and any Charterer, and to the best ofeach Obligor's knowledge the Subsidiaries' respective officers, directors, employees, is, and shall remain: (i)in compliance with all laws, directives, regulations, decrees, rulings and such analogous rules: (A)to which it or its business may be subject; and (B)applicable to any Vessel, its ownership, employment, operation, management and registration, including the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions Laws and the laws of the Approved Ship Registry; (ii)in compliance with any Environmental Permits; and without limiting sub-paragraph (i) above, not employ the Vessels nor allow its employment, operation or management in any manner contrary toany law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions Laws.(b)Each Obligor shall, and shall procure that any Affiliate, the Technical Manager, the Commercial Manager and any Charterer comply in all respect with allSanctions Laws and the laws of the Approved Ship Registry.(c)Each Obligor shall institute and maintain policies and procedures designed to promote and achieve compliance by the Obligors and each of theirSubsidiaries with applicable Sanctions Laws. (d)Each Obligor shall, and shall procure that none of them, nor any officer, employee or director will, take any action or make any omission that results, or isreasonably likely to result, in it or any Finance Party becoming a Restricted Party or a breach of Sanctions Laws by any Finance Party.Page 74 of 150(e)Each Obligor and parties acting on its behalf shall observe and abide with any law, official requirement or other regulatory measure or procedureimplemented to combat (i) money laundering (as defined in Article 1 of the Directive (EU) 2015/849 of the European Parliament and of the Council of 20May 2015 (as amended, supplemented and/or replaced from time to time)) and (ii) bribery and corrupt practices.24.3Negative pledge (a)The Borrowers shall not create or permit to subsist any Security over the Vessels or any of its assets. (b)The Obligors shall not create or permit to subsist any Security over the Shares or any Intra Group Loans.(c)The Borrowers shall not: (i)sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by any Obligor; (ii)sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii)enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combinationof accounts; or (iv)enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing theacquisition of an asset. (d)Paragraphs (a) and (b) above do not apply to any Security listed below:(i)any netting or set-off arrangement entered into by any Obligor in the ordinary course of its banking arrangements for the purpose of netting debitand credit balances, hereunder any rights of pledge and set-off in relation to a cash pool arrangement approved in advance by the Agent (onbehalf of the Finance Parties); (ii)any lien (including but not limited to maritime liens defined as such pursuant to applicable law) arising by operation of law and in the ordinarycourse of trading and securing obligations not more than thirty (30) days overdue; (iii)any Security entered into pursuant to any Finance Document; (iv)any cash collateral from an Obligor to any Hedging Bank as security (for its own account) for any transaction to be entered into between thatHedging Bank and a Borrower and/or the Guarantor under a Secured Hedging Agreement, and any cash collateral so placed by an Obligor with aHedging Bank shall be released, discharged and (if required) deregistered immediately after evidence of registration of the Mortgages on both ofthe Vessels; (v)arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goodssupplied to a Borrower in the ordinary course of trading on arm's length terms and on the supplier's standard and usual terms;Page 75 of 150(vi)if any Obligors hold bank accounts in the Netherlands, any Security arising under general banking conditions of a financial institution in theNetherlands with whom an Obligor holds a bank account; or (vii)security consented to in advance in writing by the Agent (on behalf of the Finance Parties). 24.4Disposals, loans and acquisitions The Borrowers shall not: (a)whether by a single transaction or a series of related or unrelated transactions and whether at the same time or over a period of time, sell, transfer, leaseout (except for the Bareboat Charters), grant options, grant rights of first refusal or otherwise dispose of the whole or any part of its undertakings, assets,including but not limited to the Vessels, or revenues (present or future) or agree to do so unless the Borrowers comply with the provisions of Clause 8.4(Total Loss or Sale of a Vessel) or such steps otherwise are made in accordance with the terms of this Agreement; or (b)acquire or replace any material asset or acquire any shares; or (c)charter in any vessel or make any investment other than in the normal course of business related to the operation of the Vessels; or(d)incur any Financial Indebtedness other than in the normal course of business related to the operation of the Vessels, provided, however, that theBorrowers shall be entitled to obtain Intra Group Loans from the Guarantor as long as such loans are unsecured and fully subordinated to the Borrowers'obligations under the Finance Documents and pledged/assigned to the Agent (on behalf of the Finance Parties) under an Intra Group Loans AssignmentAgreement, provided that payment of interest and principal thereunder is allowed so long as (i) such payment of interest and/or principal is made fromfunds being available for distribution of dividends from the respective Borrower, and (ii) there is no Default hereunder and no Default will occur as a resultof such payment or distribution; or (e)make or grant any loans, guarantees or any other form of financial support other than in the normal course of business.24.5Merger No Obligor shall enter into any form of amalgamation, merger, demerger or corporate reconstruction, or any acquisition of any other company or corporateentity, except that the Guarantor shall be entitled to merge with its Subsidiaries provided the Guarantor is the surviving entity and the merger is entered intoon a solvent basis. 24.6Shareholding (a)The Borrowers shall remain wholly owned indirect or direct Subsidiaries of the Guarantor unless transferred in accordance with this Agreement (unlessand until the Shares are transferred and the Loans are prepaid in accordance with this Agreement);Page 76 of 150(b)The Guarantor shall inform the Agent (on behalf of the Finance Parties) of any intended sale of any Shares, and any such sale will be subject toprepayment in accordance with Clause 8.6 (Change of Control); and (c)no Borrower shall purchase, cancel, redeem or increase any of its issued shares or share capital. 24.7Change of business No change shall be made to the general nature of the business of the Borrowers from that carried on at the date of this Agreement, and the Borrowers shallnot engage in any other business other than ownership and operation of the Vessels. No substantial change shall be made to the general nature of thebusiness of the Guarantor from that carried on at the date of this Agreement.24.8Title The Borrowers and/or the Guarantor (as the case may be) shall hold legal title to and own the entire beneficial interest in the Secured Assets, free of all Securityand other interests and rights of every kind, except for those created by the Finance Documents and as permitted in paragraph (a) of Clause 24.3 (Negativepledge). 24.9Insurances – general Notwithstanding Clause 25.2 (Insurance – Vessels), each of the Borrowers and the Guarantor shall maintain appropriate insurance cover with respect to itsproperties, assets and operations of such types, in such amounts and against such risks as are maintained by prudent companies carrying on the same orsubstantially similar business. All insurances must be with financially sound and reputable insurance companies, funds or underwriters.24.10Earnings Accounts (a)The Borrowers shall maintain the Earnings Accounts with the Account Bank and ensure that all Earnings are paid to the Earnings Accounts withoutdelays or deduction. (b)The amounts in the Earnings Accounts shall be freely available to the Borrowers until and unless an Event of Default has occurred and is continuing,whereupon the Earnings Accounts shall be blocked with no rights for the Borrowers to make withdrawals or otherwise dispose over the EarningsAccounts without the prior written consent of the Agent. 24.11Derivative transactions The Borrowers shall not enter into any derivative transactions with other parties than the Hedging Banks unless the Hedging Banks have received areasonable opportunity, in writing, to provide competitive rates to the Borrowers.24.12Distribution restrictions and subordination of inter-company debtPage 77 of 150(a)No Obligor shall (i) distribute any dividends, or make other distributions to its shareholders and/or (ii) buy-back its own common stock and convertiblenotes if a Default or Event of Default has occurred and is continuing or will occur as a result of such payment, distribution or buy-back, or after givingeffect to such distribution, the Borrowers or the Guarantor is not in compliance with the financial covenants or other representations or covenants of thisAgreement.(b)All (i) Intra Group Loans to the Borrowers, and (ii) claims of the Guarantor or other relevant Affiliate against the Borrowers shall always be unsecured andfully subordinated to the obligations of the Borrowers under the Finance Documents, provided that payment of such claims is allowed so long as (i) suchpayment of interest and/or principal is made from funds being available for distribution of dividends from the respective Borrower, and (ii) there is noDefault under any of the Finance Documents and no Default will occur as a result of such payment or distribution. (c)All amounts owed to the Technical Managers and/or Commercial Managers (provided the Technical Managers and/or Commercial Managers are Affiliatesof the Borrowers or the Guarantor) shall always be unsecured and fully subordinated to the obligations of the Borrowers under the Finance Documentsany of the Finance Documents, provided that payment of such claims is allowed so long as there is no Default any of the Finance Documents and noDefault will occur as a result of such payment or distribution. (d)All agreements and transactions entered into between the members of the Group and their affiliates shall be entered into and made on arm's length terms. 24.13Transaction Documents The Borrowers shall perform all its material obligations under the Transaction Documents and procure that no material terms of any of the TransactionDocuments except the Finance Documents are amended or terminated, or any waivers of any material terms thereof are agreed, without the prior writtenconsent of the Agent (on behalf of the Finance Parties). The Finance Documents can only be amended as per their provisions.24.14Taxation Each Obligor shall pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to theextent that such payment is being contested in good faith or can be lawfully withheld. 24.15No change of name etc. No Obligor shall change: (a)the end of its fiscal year; (b)its nature of business; (c)(applicable for the Borrowers only) its constitutional documents; (d)its legal name; (e)its type of organization; orPage 78 of 150(f)its jurisdiction, without the prior written consent of the Agent (on behalf of the Finance Parties).24.16US Tax Obligor No Obligor shall become a US Tax Obligor. 24.17Use of proceeds and repayments (a)No proceeds of any advance of a Loan shall be made available, directly or indirectly, to or for the benefit of a Restricted Party nor shall they otherwise beapplied in a manner or for a purpose prohibited by Sanctions Laws.(b)No Borrower shall, and shall procure that no other Obligor shall, repay or prepay any Loan or any part thereof or fund all or any part of any paymentunder the Finance Documents out of proceeds from funds or assets that: (i)constitute property of, or that are beneficially owned directly or indirectly by, any Restricted Party; (ii)is obtained or derived from transactions with or relating to any Restricted Party or transactions in violation of Sanctions Laws; or (iii)in any manner that would cause any Lender or the Agent to be in violation of Sanctions Laws. 24.18Listing The Guarantor shall always remain listed at the New York Stock Exchange or such other stock exchange acceptable to the Agent.25.VESSEL UNDERTAKINGS 25.1General The undertakings in this Clause 25 (Vessel undertakings) remain in force from the date of this Agreement for so long as any amount is outstanding under theFinance Documents or any Commitment is in force. Any undertakings in respect of the Vessels set out below shall only apply from the later of (i) the date ofthis Agreement, (ii) the Establishment Date for the Incremental Facility financing the relevant Vessel and (iii) the Delivery Date of the relevant Vessel, andonly to the Vessels delivered to and owned by the relevant Borrower.25.2Insurance – VesselsPage 79 of 150(a)The Borrowers shall maintain or ensure that the Vessels are insured against such risks, including but not limited to, hull and machinery, protection &indemnity (including cover for pollution liability as normally adopted by the industry for similar units for an amount not less than USD 1,000,000,000, andfreight, demurrage and defence cover), hull interest, freight interest (dependent upon the level of the Hull and Machinery policy), loss of hire and war riskinsurances (including blocking and trapping, confiscation, terrorism, hijacking and piracy), in such amounts, on such terms and placed through first classinsurance brokers with such first class insurers as the Agent shall approve (not to be unreasonably withheld), and always subject to the Nordic MarineInsurance Plan of 2013 latest version. (b)The insured value of each Vessel shall be at least equal to the Market Value of such Vessel and the aggregate insurance value, except for protection &indemnity and Loss of Hire, shall be at least one hundred and twenty per cent (120%) of the Loans plus any Available Vessel Commitments. Furthermore,the (i) hull and machinery insurance for each Vessel shall at all times cover at least eighty per cent (80%) of the insurable value (Hull and Machinery andHull Interest) of such Vessel and (ii) aggregate hull and machinery insurance of all the Vessels shall cover at least one hundred per cent (100%) of theLoans plus any Available Vessel Commitments (while the remaining cover may be taken out by way of Hull and Freight Interest insurances). Thedeductible of the Hull and Machinery insurance shall never be higher than such amount as the Agent may from time to time approve. (c)The Borrowers shall procure that the Security Agent (on behalf of the Finance Parties) is noted as first priority mortgagee in the insurance contracts,together with the confirmation from the underwriters, or confirmations from insurance brokers confirming this on behalf of underwriters, to the SecurityAgent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and thatstandard letters of undertaking/cover notes/policies/certificates of entry are executed by the insurers and/or the insurance broker(s). The loss payableclause shall be in excess of USD 3,000,000. (d)The Borrowers shall within fifteen (15) calendar days prior to the relevant Utilisation Date inform the Agent of with whom the Insurances will be placedand on what main terms they will be effected, and within reasonable time prior to the expiry date of the relevant Insurances, the Borrowers shall procurethe delivery to the Agent of a certificate from the insurance broker(s) through whom the Insurances referred to in paragraph (a) above have been renewedand taken out in respect of the Vessels with insurance values as required by paragraph (b) above, that such Insurances are in full force and effect and thatthe Security Agent (on behalf of the Finance Parties) have been noted as first priority mortgagee by the relevant insurers. (e)The Borrowers shall allow for the Agent (and the Agent shall do so if required by any Lender) to take out for the Borrowers' accounts a Mortgagee'sInterest Insurance and a Mortgagee's Interest - Additional Perils Pollution Insurance covering one hundred and twenty per cent (120%) of the Loans plusany Available Vessel Commitments.Page 80 of 150(f)The Agent may also for the account of the Borrowers take out such other Insurances as the Finance Parties may reasonably require considering thetrading and flag of the Vessels. (g)If any of the Insurances referred to in paragraph (a) above form part of a fleet cover, the Borrowers shall procure, except for protection & indemnity (wherethe Borrowers shall procure to obtain standard market undertakings in favour of the Security Agent with respect to protection & indemnity from theinsurers or the insurance broker), that the insurers or the insurer broker shall undertake to the Security Agent that they shall neither set-off against anyclaims in respect of the Vessels any premiums due in respect of other units under such fleet cover or any premiums due for other insurances, nor cancelthis Insurance for reason of non-payment of premiums for other units under such fleet cover or of premiums for such other insurances, and shallundertake to issue a separate policy in respect of the Vessels if and when so requested by the Security Agent. (h)The Borrowers shall procure that the Vessels always are employed in conformity with the terms of the instruments of Insurances (including any warrantiesexpressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. (i)The Borrowers will not make any material change to the insurances described under paragraph (a) above without the prior written consent of the Agent. (j)The Borrowers shall pay for an insurance opinion commissioned by the Agent to be prepared by an independent insurance consultant, in form andcontents acceptable to the Agent.25.3Flag, ownership, name and registry (a)Each Borrower shall remain the sole owner of its Vessel and shall keep its Vessel registered in an Approved Ship Registry. (b)The Borrowers may:(i)change the name of a Vessel; (ii)move a Vessel to another Approved Ship Registry; (iii)subject to the relevant Vessel being registered with another Approved Ship Registry, arrange for dual registration of the Vessel in the BareboatRegistry if this is required under the terms of the contract of employment for that Vessel; or (iv)subject to the Agent's (on behalf of the Majority Lenders) written consent (such consent not to be unreasonably withheld) move any Vessel toany other ship registry, in each case by notifying the Agent in writing ten (10) Business Days in advance of such change of name of the Vessels or such move of theVessels and procuring execution and registration of a Mortgage over such Vessel and issuance of related legal opinions, all on terms reasonablysatisfactory to the Agent (acting on the instruction of the Majority Lenders).Page 81 of 150(c)On and at any time after the occurrence of an Event of Default which is continuing, the Borrowers undertake to ensure that (i) the bareboat registration ofeach relevant Vessel in the Bareboat Registry is immediately terminated and deleted, and the original registration in the Approved Ship Registry re-activated and/or (ii) each Bareboat Charter is terminated, should the Security Agent (on behalf of the Finance Parties) so require.25.4Classification and repairs The Borrowers shall, and shall procure that any Charterer shall, keep or shall procure that the Vessels are kept in a good, safe and efficient conditionconsistent with first class ownership and management practice and in particular: (a)so as to maintain its class with ABS, Lloyd's Register, DNV GL or another IACS classification society approved by the Agent, free of overduerecommendations/conditions of class; and(b)so as to comply with the laws and regulations (statutory or otherwise) applicable to units registered under the flag state of the Vessels or to vesselstrading to any jurisdiction to which the Vessels may trade from time to time;(c)not, without the prior written consent of the Agent (which shall not be unreasonably withheld), change the classification society of the Vessels; and (d)not, without the prior written consent of the Agent, conduct modifications, repairs or remove parts which may reduce the value of the Vessels. Within fifteen (15) days prior to the relevant Utilisation Date the Borrowers shall inform the Agent of the classification society the Vessels will be classed. 25.5Inspections and class records (a)The Borrowers shall procure that the Agent's surveyor at the Borrowers' cost, is permitted to inspect the condition of the Vessels once a year, if sorequested by the Agent, and at any time required by a Lender (at such Lender's cost), provided always that such arrangement shall not interfere with theoperation of the Vessels and subject to satisfactory indemnities approved by the P&I insurers.(b)The Borrowers shall instruct the classification society to give the Agent access to class records and other information from the classification society inrespect of the Vessels, by sending a written instruction in such form and substance as the Agent may require. The Agent shall also be granted electronicaccess to class records. 25.6Surveys The Borrowers shall submit to or cause the Vessels to be submitted to such periodic or other surveys as may be required for classification purposes and toensure full compliance with regulations of the flag state of the Vessels and to supply or to cause to be supplied to the Agent copies of all survey reports andconfirmations of class issued in respect thereof whenever such is required by the Agent, however such requests are limited to once a year.25.7Notification of certain eventsPage 82 of 150The Borrowers shall immediately upon becoming aware of it notify the Agent of: (a)any accident to a Vessel involving repairs where the costs will or is likely to exceed five per cent (5%) of the insurance value of such Vessel; (b)any requirement or recommendation made by any insurer or classification society or by any competent authority which is not, or cannot be, complied withimmediately; (c)any exercise or purported exercise of any arrest or lien on the Vessels, their Earnings or the Insurances;(d)any occurrence as a result of which a Vessel has become or is, by the passing of time or otherwise, likely to become a Total Loss; (e)the details of any claim, inquiry, action, suit, proceeding or investigation pursuant to Sanctions Laws against it, or any of its direct or indirect owners,Subsidiaries, and any of its respective directors, officers, employees, agents or representatives, as well as information on what steps are being taken toanswer or oppose such; (f)any of its direct or indirect owners, Subsidiaries, or any of its directors, officers, employees, agents or representatives becoming a Restricted Party; and(g)any claim for a material breach of the ISM Code or the ISPS Code being made against the Borrowers or the Technical Manager or otherwise in connectionwith the Vessels. 25.8Operation of the Vessels (a)The Borrowers shall procure that the Vessels are managed by the Technical Manager pursuant to a Technical Management Agreement and theCommercial Manager pursuant to the Commercial Management Agreement and shall not, without the prior written consent of the Agent (which shall notbe unreasonably withheld), change or allow the change of the technical or commercial management of the Vessels.(b)The Borrowers may subject to the Agent's written consent (such consent not to be unreasonably withheld) change the technical or commercialmanagement of the Vessels to respectively another Technical Manager or Commercial Manager by notifying the Agent in writing ten (10) Business Daysin advance of such change.(c)The Borrowers shall procure that each of the Technical Manager and the Commercial Manager signs, executes and deliver a Manager's Undertaking insuch form as the Agent (on behalf of the Finance Parties) reasonably may require. (d)The Borrowers shall, and shall procure that the Technical Manager shall, comply, or procure the compliance with all Sanctions Laws and in all materialrespects with the ISM Code and the ISPS Code, all Environmental Laws, the laws of the Approved Ship Registry, the United States Oil Pollution Act of1990 and all other laws or regulations relating to the Vessel, their ownership, operation and management or to the business of the Borrowers and theTechnical Manager and shall not employ the Vessels nor allow their employment: (i)In any Sanctioned Country or in any manner contrary to law or regulation in any relevant jurisdiction including but not limited to the ISM Code;Page 83 of 150(ii)directly or indirectly by or for the benefit of any Restricted Party or in any manner contrary to any Sanctions Laws; and (iii)in the event of hostilities in any part of the world (whether war is declared or not), in any zone which is declared a war zone by any government orby the war risk insurers of the Vessels unless the Borrowers have (at their own expense) effected any special, additional or modified insurancecover which shall be necessary or customary for first class unit owners within the territorial waters of such country at such time and has providedevidence of such cover to the Agent. (e)Without limitation to the generality of this Clause 25.8 (Operation of the Vessels), the Borrowers and the Technical Manager shall comply or procurecompliance, with, as applicable, all requirements of the International Convention for the Safety of Life at Sea (SOLAS) of 1974 as adopted, amended orreplaced from time to time including, but not limited to, the ISM Code or the ISPS Code. The Vessels shall not under any circumstances carry any nuclearwaste/material. 25.9ISM Code compliance The Borrowers shall, and shall procure that the Technical Manager:(a)procure that the Vessels remain subject to a SMS;(b)procure that a valid and current SMC is maintained for the Vessels; (c)procure that the Technical Manager maintains a valid and current DOC; (d)immediately notify the Agent in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the SMC of the Vessels or ofthe DOC of the Technical Manager; and(e)immediately notify the Agent in writing of any "accident" or "major nonconformity", each as those terms is defined in the Guidelines in the application ofthe IMO International Safety Management Code issued by the International Chamber of Shipping and International Shipping Federation. 25.10Environmental compliance (a)The Borrowers shall, and shall to the extent reasonably possible procure that the Technical Manager and any Charterers shall, comply in all respects withall Environmental Laws applicable to any of them or the Vessels, including without limitation, requirements relating to manning and establishment offinancial responsibility and to obtain and comply with all Environmental Permits applicable to any of them and/or the Vessels.(b)Each Vessel shall throughout the lifetime of the relevant Vessel have a Green Passport available.Page 84 of 150(c)The Obligors shall procure that the Vessels and any other vessel owned or controlled by the Obligors or any of their Subsidiaries, including where anysuch vessel is sold to an intermediary with the intention of being scrapped, dismantled or recycled, is recycled at a recycling yard which conducts itrecycling business in a socially and environmentally responsible manner in accordance with the Hong Kong International Convention for the Safe andEnvironmentally Sound Recycling of Ships (2009) and/or the EU Ship Recycling Regulation (2013).25.11Poseidon Principles The Borrowers shall, upon the request of the Agent (acting for itself and/or any other Finance Party) and at the cost of the Borrowers, on or before the 31stof July in each calendar year, supply or procure the supply to the Agent of all information necessary, in order for any Finance Party to comply with itsobligations under the Poseidon Principles in respect of the preceding year, including, without limitation, all ship fuel oil consumption data required to becollected and reported in accordance with Regulation 22A of Annex VI and any Statement of Compliance, together with Carbon Intensity and ClimateAlignment Certificates, in each case relating to all Vessels for the preceding calendar year and hereby consents to each Finance Party obtaining suchinformation directly from third parties, provided always that no Finance Party shall publicly disclose such information with the identity of the Vessels withoutthe prior written consent of the Borrowers. Without prejudice to the foregoing, the Borrowers acknowledge that, in accordance with the Poseidon Principles,such information will on an anonymous and unidentifiable basis form part of the information published regarding the relevant Finance Party's portfolioclimate alignment.25.12Arrest The Borrowers shall pay and discharge when due: (a)all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Vessels, the Earnings or the Insurances;(b)all tolls, taxes, dues, fines, penalties and other amounts charged in respect of the Vessels, the Earnings or the Insurances; and (c)all other outgoings whatsoever in respect of the Vessels, the Earnings and the Insurances, and forthwith (however not later than after twenty (20) Business Days) upon receiving a notice of arrest of a Vessel, or its detention in exercise or purportedexercise of any lien or claim, the Borrowers shall procure its release by providing bail or providing the provision of security or otherwise as the circumstancesmay require. 25.13Chartering (a)The Borrowers shall procure that any Charterparty entered into for a Vessel shall be entered into and made on arm's length terms. (b)The Borrowers shall not:Page 85 of 150(i)without the prior written consent (such consent not to be unreasonably withheld) of the Agent (acting on the instructions of all Lenders), let aVessel on bareboat charter for any period except for the chartering of any Vessel under Bareboat Charters in connection with the Vessel's dualregistration in the Bareboat Registry according to Clause 25.3; or (ii)without the prior written consent (such consent not to be unreasonably withheld) of the Agent (acting on the instructions of the MajorityLenders), terminate, cancel, amend or supplement any Charterparty in any material respect, nor assign such Charterparty to any other person. (c)The Borrowers shall notify the Agent promptly in writing (but without any requirement for consent from the Agent) of any agreement related to thechartering and operation of a Vessel (such as pool agreements and time charter contracts) other than those covered by sub-paragraph (b)(i) aboveexceeding thirty-six (36) months.(d)The Borrowers shall arrange for assignment of any employment contract of any nature if the duration exceeds thirty-six (36) months to the extent relevantpursuant to the terms of this Agreement and only if contractually and legally possible (the Borrowers having made reasonable commercial efforts toobtain such assignment).Page 86 of 15026.EVENTS OF DEFAULT Each of the events or circumstances set out in Clause 26 (Events of Default) is an Event of Default (save for Clause 26.18 (Acceleration)). 26.1Non-payment An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to bepayable unless:(a)its failure to pay is caused by administrative or technical error in the banking system; and (b)payment is made within three (3) Business Days of its due date. 26.2Financial covenants Any requirement of Clause 23 (Financial covenants) is not satisfied. 26.3Other obligations An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 26.1 (Non-payment) and Clause 26.2(Financial covenants), and Clauses 26.4 (Misrepresentation) through 26.17 (Sanctions)), unless such non-compliance is, in the opinion of the Agent,capable of remedy and is remedied to the Agent´s satisfaction within ten (10) Business Days from the Agent having notified the Obligor of the relevant non-compliance. For the avoidance of doubt, a breach of Clause 26.17 (Sanctions) and any other Sanctions Event (including but not limited to breach of Clause 24.2(Compliance with laws and Sanctions Laws) with respect to Sanctions Laws), Clause 25.2 (Insurance - Vessels), Clause 25.3 (Flag, ownership, name andregistry) and Clause 25.4 (Classification and repairs) are not capable of remedy.26.4Misrepresentation Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf ofany Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made ordeemed to be made.26.5Cross default (a)Any Financial Indebtedness of any Obligor is not paid when due nor within any originally applicable grace period. (b)Any Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an eventof default (however described).(c)Any commitment for any Financial Indebtedness of any Obligor is cancelled or suspended by a creditor of any Obligor as a result of an event of default(however described).Page 87 of 150(d)Any creditor of any Obligor becomes entitled to declare any Financial Indebtedness of any Obligor due and payable prior to its specified maturity as aresult of an event of default (however described). (e)No Event of Default will occur under this Clause 26.5 (Cross default) if the aggregate amount of Financial Indebtedness or commitment for FinancialIndebtedness falling within paragraphs (a) to (d) above is less than USD 1,000,000 in respect of the Borrowers and USD 5,000,000 of the Guarantor.26.6Insolvency (a)Any Obligor is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual oranticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.(b)The value of the assets of any Obligor is less than its liabilities (taking into account contingent and prospective liabilities).(c)A moratorium is declared in respect of any indebtedness of any Obligor. 26.7Insolvency proceedings Any corporate action, legal proceedings or other procedure or step is taken in relation to: (a)the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntaryarrangement, scheme of arrangement or otherwise) of any Obligor;(b)a composition, compromise, assignment or arrangement with any Obligor; (c)the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Obligor orany of their assets; or (d)enforcement of any Security over any assets of any Obligor, or any analogous procedure or step is taken in any jurisdiction.This Clause 26.7 (Insolvency proceedings) shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissedwithin thirty (30) days of commencement. 26.8Creditors' process Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of any Obligor having an aggregate value of USD 1,000,000and is not discharged within thirty (30) days. 26.9Unlawfulness It is or becomes unlawful for an Obligor to perform any of its obligations under the Transaction Documents.Page 88 of 15026.10Repudiation (a)An Obligor or a Bareboat Charterer repudiates a Transaction Document or evidences an intention to repudiate a Transaction Document. (b)Any Transaction Document ceases to be legal, valid, binding, enforceable or effective. 26.11Material adverse change Any event or series of events occur which, in the reasonable opinion of the Majority Lenders, has or is likely to have a Material Adverse Effect, includingbut not limited to (i) instability affecting the country where the Vessels are flagged, (ii) changes in global economic and/or political developments and (iii)changes in the international money and/or capital markets. 26.12Cessation of business An Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a part of its business. 26.13Insurances Any insurance policy taken out in respect of the Vessels is cancelled, revoked or lapses, or any insurance claim(s) by the Borrowers is repudiated following aTotal Loss. 26.14Failure of security Any Security Document or security arrangements created or intended to be created in favour of the Finance Parties at any time becomes wholly or partiallyinvalid, ineffective, imperfect or nonexistent or unenforceable.26.15Litigation Any of the Obligors is subject to an unsatisfied, uninsured judgment in its disfavour following final appeal and this is likely to have a Material AdverseEffect. 26.16Breach of the terms of a Secured Hedging Agreement Any occurrence with respect to the Borrowers and/or the Guarantor and/or its Credit Support Provider(s) (as defined in the Secured Hedging Agreements)as, if applicable, set out in any Secured Hedging Agreement Section 5(a) (Events of Default) or Section 5(b) (Termination Events) except for any AdditionalTermination Event (as defined in the Secured Hedging Agreements) due to any ordinary, voluntary or mandatory prepayment in accordance with Clauses 7(Repayment) and 8 (Prepayment and cancellation) of this Agreement.26.17Sanctions (a)An Obligor or any of their Affiliates, their joint ventures, and their respective directors, officers, employees, agents or representatives becomes aRestricted Party. (b)An act or omission of an Obligor or any of their Affiliates, their joint ventures, and their respective directors, officers, employees, agents orrepresentatives causes a breach of Sanctions Laws by any Finance Party.26.18AccelerationPage 89 of 150On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by noticeto the Borrowers: (a)cancel the Total Commitments whereupon they shall immediately be cancelled; (b)declare that all or part of a Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents beimmediately due and payable, whereupon they shall become immediately due and payable; (c)declare that all or part of a Loan be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructionsof the Majority Lenders; and/or(d)exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.Page 90 of 150SECTION 9CHANGES TO PARTIES27.CHANGES TO THE LENDERS 27.1Assignments and transfers by the Lenders (a)Subject to this Clause 27 (Changes to the Lenders), a Lender (the "Existing Lender") may assign, sub-participate and/or transfer any of its rights and/orobligations under any Finance Document to another Eligible Institution (the "New Lender").(b)The consent of the Borrowers is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is: (i)to another Lender or an Affiliate or a related fund of a Lender; (ii)to a Central Bank, Federal Reserve or to another state-owned entity; (iii)to any sub-participant where the Existing Lender retains all its obligations in respect of the transferred, assigned or participated amounts; or (iv)made at a time when an Event of Default is continuing or a Sanctions Event has occurred. (c)The consent of the Borrowers to an assignment or a transfer must not be unreasonably withheld or delayed. The Borrowers shall be deemed to havegiven their consent five (5) Business Days after that Lender has requested them in writing to do so unless consent is expressly refused by the Borrowerswithin that time.27.2Conditions of assignment or transfer (a)An assignment or a transfer requiring the Borrowers' consent shall only be effective: (i)on receipt by the Agent of: (A)written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender shall assume the sameobligations to the other Finance Parties as it would have been under if it was an Existing Lender; and (B)all required "know your customer" documentation, (ii)on the New Lender's payment of a transfer fee of USD 5,000 to the Agent; and (iii)if the Commitment that is to be transferred to the New Lender is in the minimum amount of USD 10,000,000 (or, if less, such amount constituting theTotal Commitment of that transferring Lender). (b)A transfer will only be effective if the procedure set out in Clause 27.4 (Procedure for transfer) is complied with. (c)If: (i)a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; andPage 91 of 150(ii)as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrowers or the Guarantor would be obliged tomake a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 (Tax gross-up and indemnities) or Clause 15(Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent asthe Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.This paragraph (c) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility. (d)Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on itsbehalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or priorto the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the sameextent as the Existing Lender would have been had it remained a Lender. 27.3Limitation of responsibility of Existing Lenders (a)Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for: (i)the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents; (ii)the financial condition of any Obligor; (iii)the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or (iv)the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.(b)Each New Lender confirms to the Existing Lender and the other Finance Parties that it: (i)has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor andits related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by theExisting Lender in connection with any Finance Document; and (ii)will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may beoutstanding under the Finance Documents or any Commitment is in force. (c)Nothing in any Finance Document obliges an Existing Lender to: (i)accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 27(Changes to the Lenders); orPage 92 of 150(ii)support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under theFinance Documents or otherwise. 27.4Procedure for transfer (a)Subject to the conditions set out in Clause 27.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below whenthe Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subjectto paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply withthe terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.(b)The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it hascomplied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such NewLender. (c)Subject to Clause 27.6 (Pro rata interest settlement), on the Transfer Date:(i)to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the FinanceDocuments each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the FinanceDocuments and their respective rights against one another under the Finance Documents shall be cancelled (being the "Discharged Rights andObligations"); (ii)each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differfrom the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place ofthat Obligor and the Existing Lender; (iii)the Agent, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligationsbetween themselves as they would have acquired and assumed had the New Lender been an Existing Lender with the rights and/or obligationsacquired or assumed by it as a result of the transfer and to that extent the Agent, the Mandated Lead Arrangers and the Existing Lender shall eachbe released from further obligations to each other under the Finance Documents; and (iv)the New Lender shall become a Party as a "Lender". 27.5Copy of Transfer Certificate to the Borrowers The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrowers a copy of that Transfer Certificate. 27.6Pro rata interest settlement If the Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New Lenders then (in respectof any transfer pursuant to Clause 27.4 (Procedure for transfer) the Transfer Date of which, in each case, is after the date of such notification and is not on thelast day of an Interest Period):Page 93 of 150(a)any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue infavour of the Existing Lender up to but excluding the Transfer Date ("Accrued Amounts") and shall become due and payable to the Existing Lender(without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than three (3) Months, on thenext of the dates which falls at three (3) Monthly intervals after the first day of that Interest Period); and(b)the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt: (i)when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and (ii)the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 27.6 (Pro rata interestsettlement), have been payable to it on that date, but after deduction of the Accrued Amounts. 27.7Securitisation The Agent or the Lenders may include the Loans in a securitisation or similar transaction without the consent of, or any consultation with the Borrowersand/or the Guarantor. The Agent and/or the Lenders (as the case may be) shall have full right of disclosure of information in connection with or incontemplation of such securitisation (or similar transaction). The Borrowers and the Guarantor shall assist the Agent as necessary to achieve a successfulsecuritisation (or similar transaction), hereunder inter alia the following: (a)Keep bank accounts where requested by the Agent and procure that the Earnings are paid to any such account; and (b)Procure that the Insurances according to Clause 25.2 (Insurance – Vessels) are placed with insurers of the requisite rating; provided however that the Borrowers and/or the Guarantor shall not be required to bear any costs related to any such securitisation. 27.8Security over Lenders' rights In addition to the other rights provided in this Clause 27 (Changes to the Lenders), each Lender may, without consulting with or obtaining consent from anyObligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under anyFinance Document to secure the obligations of that Lender, including, without limitation: (a)any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and (b)in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) ofobligations owed, or securities issued, by that Lender as Security for those obligations or securities, except that no such charge, assignment or Security shall:Page 94 of 150(a)release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security forthe Lender as a party to any of the Finance Documents; or (b)require any payments to be made by an Obligor or grant to any person any more extensive rights than those required to be made or granted to therelevant Lender under the Finance Documents.28.CHANGES TO THE OBLIGORS 28.1Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents. 28.2Additional Borrowers (a)Subject to compliance with the provisions of Clause 22.8 ("Know your customer" checks) and the below requirements, the Guarantor may request thatone of its Subsidiaries becomes a Borrower. (b)That Subsidiary shall become a Borrower on the date the Agent executes the related Accession Letter if: (i)the Subsidiary: (A)is a direct or indirect wholly owned Subsidiary of the Guarantor; and (B)is (or shall as the case might be) become the owner of the Additional Vessel to be financed by the Incremental Facility being established inconnection with the Subsidiary's accession as Borrower; (ii)it is incorporated in the same jurisdiction as an existing Borrower and the Majority Lenders approve the addition of that Subsidiary or otherwise ifall the Lenders approve the addition of that Subsidiary (in each case such consent not to be unreasonably withheld or delayed); (iii)the Guarantor and that Subsidiary deliver to the Agent a duly completed and executed Accession Letter; (iv)the Guarantor confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (v)the Agent has received all of the documents and other evidence referred to in Clause 4.1 (Initial conditions precedent) sub-paragraph (d)(i) inrelation to that Additional Borrower, each in form and substance satisfactory to the Agent. (c)The Agent shall notify the Obligors and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all thedocuments and other evidence listed in Clause 4.1 (Initial conditions precedent) sub-paragraph (d)(i).Page 95 of 150(d)Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described inparagraph (c) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costsor losses whatsoever as a result of giving any such notification.28.3Repetition of Representations Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the representations and warranties referred to in Clause 21(Representations) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.Page 96 of 150SECTION 10 THE FINANCE PARTIES 29.ROLE OF THE AGENT, THE SECURITY AGENT AND THE MANDATED LEAD ARRANGERS 29.1Appointment of the Agent (a)Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents and each Lender, the HedgingBanks and the Agent appoints the Security Agent to act as its security agent and security trustee for the purpose of the Security Documents.(b)Each of the Mandated Lead Arrangers and the Lenders authorises the Agent to perform the duties, obligations and responsibilities and to exercise therights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any otherincidental rights, powers, authorities and discretions. The Agent shall be released from the restrictions of section l8l alt. 2 BGB (German Civil Code). (c)Except where the context otherwise requires, references in this Clause 29 (Role of the Agent, the Security Agent and the Mandated Lead Arrangers) tothe "Agent" shall mean the Agent and the Security Agent individually and collectively. 29.2Instructions (a)The Agent shall: (i)unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in itas Agent in accordance with any instructions given to it by: (A)all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; (B)the Incremental Facility Majority Lenders if the relevant Finance Document stipulates the matter is an Incremental Facility Majority Lenderdecision; and (C)in all other cases, the Majority Lenders; and (ii)not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above. (b)The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Documentstipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, itshould exercise or refrain from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any suchinstructions or clarification that it has requested.Page 97 of 150(c)Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless acontrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflictinginstructions given by any other Parties and will be binding on all Finance Parties.(d)The Agent may refrain from acting in accordance with any instructions of the Majority Lenders (or, if appropriate, any Lender or group of Lenders) until ithas received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the FinanceDocuments and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complyingwith those instructions. (e)In the absence of instructions from the Majority Lenders, (or, if appropriate, any Lender or group of Lenders), the Agent may act (or refrain from acting)as it considers to be in the best interest of the Lenders. (f)The Agent is not authorised to act on behalf of a Lender or the Hedging Banks (without first obtaining that Lender's consent) in any legal or arbitrationproceedings relating to any Finance Document.29.3Duties of the Agent (a)The Agent's duties under the Finance Documents are solely mechanical and administrative in nature. (b)Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent forthat Party by any other Party.(c)Without prejudice to Clause 27.5 (Copy of Transfer Certificate to the Borrowers), paragraph (b) above shall not apply to any Transfer Certificate or anyAssignment Agreement.(d)Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completenessof any document it forwards to another Party. (e)If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shallpromptly notify the other Finance Parties.(f)If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or theMandated Lead Arrangers) under this Agreement, it shall promptly notify the other Finance Parties.(g)The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be aparty (and no others shall be implied). 29.4Role of the Mandated Lead ArrangersPage 98 of 150Except as specifically provided in the Finance Documents, the Mandated Lead Arrangers have no obligations of any kind to any other Party under or inconnection with any Finance Document. 29.5No fiduciary duties (a)Nothing in any Finance Document constitutes the Agent or the Mandated Lead Arrangers as a trustee or fiduciary of any other person, save as set out inClause 29.1 (Appointment of the Agent) (a).(b)Neither the Agent nor any Mandated Lead Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by itfor its own account.29.6Business with any Obligor The Agent and any Mandated Lead Arrangers may accept deposits from, lend money to and generally engage in any kind of banking or other businesswith any Obligor. 29.7Rights and discretions (a)The Agent may:(i)rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; (ii)assume that: (A)any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with theterms of the Finance Documents; and (B)unless it has received notice of revocation, that those instructions have not been revoked; and (iii)rely on a certificate from any person: (A)as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (B)to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of sub-paragraph (A) above, may assume the truth and accuracy of thatcertificate. (b)The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders and the Hedging Banks) that: (i)no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment)); (ii)any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and (iii)any notice or request made by the Guarantor (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent andknowledge of all the Obligors.Page 99 of 150(c)The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d)Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of anylawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders or any Hedging Bank) if the Agent in itsreasonable opinion deems this to be necessary.(e)The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whetherobtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or anyliability whatsoever arising as a result of its so relying.(f)The Agent may act in relation to the Finance Documents through its officers, employees and agents and the Agent shall not: (i)be liable for any error of judgment made by any such person; or (ii)be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part of any suchperson, unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct. (g)Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it hasreceived as agent under this Agreement. (h)Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor any Mandated Lead Arrangers is obliged to do oromit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty ofconfidentiality.(i)Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur anyfinancial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has groundsfor believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.29.8Responsibility for documentation Neither the Agent nor any Mandated Lead Arranger is responsible or liable for: (a)the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, any Mandated Lead Arranger, an Obligor orany other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement,arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;Page 100 of 150(b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into,made or executed in anticipation of, under or in connection with any Finance Document; or (c)any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may beregulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.29.9No duty to monitor The Agent shall not be bound to enquire: (a)whether or not any Default has occurred; (b)as to the performance, default or any breach by any Party of its obligations under any Finance Document; or(c)whether any other event specified in any Finance Document has occurred. 29.10Exclusion of liability (a)Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of theAgent and/or the Security Agent), neither the Agent nor the Security Agent will be liable for: (i)any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking anyaction under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct; (ii)exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document or any otheragreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document, otherthan by reason of its gross negligence or wilful misconduct; or (iii)without prejudice to the generality of sub-paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value orany liability whatsoever, (but not including any claim based on the fraud of the Agent or the Security Agent (as the case might be)) arising as aresult of: (A)any act, event or circumstance not reasonably within its control; or (B)the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of:nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; marketconditions affecting the execution or settlement of transactions or the value of assets (including any disruption event); breakdown, failure ormalfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism,insurrection or revolution; or strikes or industrial action.Page 101 of 150(b)No Party (other than the Agent and/or the Security Agent as relevant) may take any proceedings against any officer, employee or agent of respectivelythe Agent and/or the Security Agent in respect of any claim it might have against the Agent and/or the Security Agent or in respect of any act oromission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of respectively the Agentand/or the Security Agent may rely on this Clause.(c)The Agent and/or the Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required underthe Finance Documents to be paid by the Agent and/or the Security Agent if respectively the Agent and/or the Security Agent has taken all necessarysteps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used bythe Agent and/or the Security Agent for that purpose. (d)Nothing in this Agreement shall oblige the Agent or the Security Agent or any Mandated Lead Arranger to carry out: (i)any "know your customer" or other checks in relation to any person; or (ii)any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender, on behalf of any Lender and each Lender confirms to the Agent, the Security Agent and the Mandated Lead Arrangers that it is solely responsiblefor any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent, the SecurityAgent or any Mandated Lead Arrangers. (e)Without prejudice to any provision of any Finance Document excluding or limiting the Agent's and/or the Security Agent's liability, any liability of theAgent and/or the Security Agent arising under or in connection with any Finance Document shall be limited to the amount of actual loss which has beensuffered (as determined by reference to the date of default of the Agent and/or the Security Agent or, if later, the date on which the loss arises as a resultof such default) but without reference to any special conditions or circumstances known to the, as relevant, Agent or Security Agent at any time whichincrease the amount of that loss. In no event shall the Agent and/or the Security Agent be liable for any loss of profits, goodwill, reputation, businessopportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent and/or the Security Agent hasbeen advised of the possibility of such loss or damages.29.11Lenders' indemnity to the Agent and Security AgentPage 102 of 150Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitmentsimmediately prior to their reduction to zero) indemnify the Agent and the Security Agent, within three (3) Business Days of demand, against any cost, loss orliability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent and/or the Security Agent(otherwise than by reason of the Agent's or the Security Agent's (as relevant) gross negligence or wilful misconduct) in acting as Agent and Security Agentunder the Finance Documents (unless the Agent or the Security Agent has been reimbursed by an Obligor pursuant to a Finance Document). 29.12Resignation of the Agent (a)The Agent may resign as Agent and/or Security Agent and appoint one of its Affiliates as successor by giving notice to the other Finance Parties andthe Borrowers.(b)Alternatively, the Agent may resign as Agent and/or Security Agent by giving thirty (30) days' notice to the other Finance Parties and the Borrowers, inwhich case the Majority Lenders (after consultation with the Borrowers) may appoint a successor Agent and/or Security Agent. (c)If the Majority Lenders have not appointed a successor Agent and/or Security Agent in accordance with paragraph (b) above within twenty (20) daysafter notice of resignation was given, the retiring Agent (after consultation with the Borrowers) may appoint a successor Agent and/or Security Agent.(d)The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as thesuccessor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (e)The Agent's resignation notice shall only take effect upon the appointment of a successor. (f)Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation as Agent and/or Security Agent (as the case maybe) in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 29 (Role of the Agent, the Security Agent and theMandated Lead Arrangers) (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successorhad been an original Party. (g)After consultation with the Borrowers, the Majority Lenders may, by notice to the Agent, require it to resign as Agent and/or Security Agent inaccordance with paragraph (b) above. In this event, the Agent shall resign as Agent and/or Security Agent in accordance with paragraph (b) above.Page 103 of 150(h)The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successorAgent pursuant to paragraph (c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to anypayment to the Agent under the Finance Documents, either:(i)the Agent fails to respond to a request under Clause 14.7 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or willhave ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii)the information supplied by the Agent pursuant to Clause 14.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be)a FATCA Exempt Party on or after that FATCA Application Date; or (iii)the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after thatFATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agentwere a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign. 29.13Confidentiality (a)In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entityfrom any other of its divisions or departments.(b)If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agentshall not be deemed to have notice of it. 29.14Relationship with the Lenders (a)Subject to Clause 27.6 (Pro rata interest settlement), the Agent may treat the person shown in its records as Lender at the opening of business (in theplace of the Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office: (i)entitled to or liable for any payment due under any Finance Document on that day; and (ii)entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any FinanceDocument made or delivered on that day, unless it has received not less than five (5) Business Days' prior notice from that Lender to the contrary in accordance with the terms of thisAgreement.Page 104 of 150(b)Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made ordespatched to that Lender under the Finance Documents. Such notice shall contain the address, e-mail and any other information required to enable thesending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made)and be treated as a notification of a substitute address, e- mail, department and officer by that Lender for the purposes of Clause 34.2 (Addresses) andClause 34.5 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices,communications, information and documents as though that person were that Lender. 29.15Credit appraisal by the Lenders and the Hedging Banks Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender andthe Hedging Banks confirms to the Agent and the Mandated Lead Arrangers that it has been, and will continue to be, solely responsible for making its ownindependent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:(a)the financial condition, status and nature of each Obligor; (b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into,made or executed in anticipation of, under or in connection with any Finance Document;(c)whether that Lender or Hedging Banks have recourse, and the nature and extent of that recourse, against any Party or any of its respective assets underor in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement ordocument entered into, made or executed in anticipation of, under or in connection with any Finance Document; and (d)the adequacy, accuracy and/or completeness of any information provided by the Agent, any Party or by any other person under or in connection withany Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, madeor executed in anticipation of, under or in connection with any Finance Document.29.16Deduction from amounts payable by the Agent If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceedingthat amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amountdeducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received anyamount so deducted.30.CONDUCT OF BUSINESS BY THE FINANCE PARTIES No provision of this Agreement will: Page 105 of 150(a)interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit; (b)oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or(c)oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.31.SHARING AMONG THE FINANCE PARTIES 31.1Payments to Finance Parties If a Finance Party (a "Recovering Finance Party") receives or recovers any amount from an Obligor other than in accordance with Clause 32 (Paymentmechanics) (a "Recovered Amount") and applies that amount to a payment due under the Finance Documents then:(a)the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent; (b)the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receiptor recovery been received or made by the Agent and distributed in accordance with Clause 32 (Payment mechanics), without taking account of any Taxwhich would be imposed on the Agent in relation to the receipt, recovery or distribution; and(c)the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equalto such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment tobe made, in accordance with Clause 32.5 (Partial payments).31.2Redistribution of payments The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than theRecovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause 32.5 (Partial payments) towards the obligations of that Obligor to theSharing Finance Parties. 31.3Recovering Finance Party's rights On a distribution by the Agent under Clause 31.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor, asbetween the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as nothaving been paid by that Obligor.31.4Reversal of redistribution If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party,then:Page 106 of 150(a)each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to theappropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for itsproportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and(b)as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as nothaving been paid by that Obligor. 31.5Exceptions (a)This Clause 31 (Sharing among the Finance Parties) shall not apply to the extent that the Recovering Finance Party would not, after making anypayment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.(b)A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received orrecovered as a result of taking legal or arbitration proceedings, if: (i)it notified that other Finance Party of the legal or arbitration proceedings; and (ii)that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonablypracticable having received notice and did not take separate legal or arbitration proceedings.Page 107 of 150SECTION 11ADMINISTRATION 32.PAYMENT MECHANICS 32.1Payments to the Agent (a)On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the sameavailable to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified bythe Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment. (b)Payment shall be made to such account with such bank as the Agent specifies. 32.2Distributions by the Agent Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 32.3 (Distributions to an Obligor) and Clause32.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with thisAgreement (in the case of a Lender, for the account of its Facility Office), to such account with such bank as that Party may notify to the Agent by not lessthan five (5) Business Days' notice. 32.3Distributions to an Obligor The Agent may (with the consent of the relevant Obligor or in accordance with Clause 33 (Set- off)) apply any amount received by it from that Obligor in ortowards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towardspurchase of any amount of any currency to be so applied. 32.4Clawback (a)Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (orto enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum. (b)If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whomthat amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together withinterest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.32.5Partial payments (a)If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, theAgent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:Page 108 of 150(i)first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and Security Agent under the Finance Documents(other than a Secured Hedging Agreement); (ii)secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii)thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; (iv)fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents (other than a Secured HedgingAgreement); and (v)fifthly, in or towards any periodic payments and any other amounts due but unpaid under any Secured Hedging Agreement. (b)The Agent shall, if so directed by all Lenders, vary the order set out in sub-paragraphs (a)(i) to (iv) above.(c)Paragraphs (a) and (b) above will override any appropriation made by an Obligor. 32.6No set-off by the Obligors All payments to be made by the Obligors under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.32.7Business Days (a)Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there isone) or the preceding Business Day (if there is not). (b)During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or UnpaidSum at the rate payable on the original due date.32.8Currency of account (a)Subject to paragraphs (b) and (c) below, USD is the currency of account and payment for any sum due from an Obligor under any Finance Document.(b)Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred. (c)Any amount expressed to be payable in a currency other than USD shall be paid in that other currency.32.9Change of currency (a)Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as thelawful currency of that country, then:Page 109 of 150(i)any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall betranslated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Borrowers); and (ii)any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for theconversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably). (b)If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with theBorrowers) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the London interbankmarket and otherwise to reflect the change in currency.33.SET-OFF A Finance Party may set off any matured or un-matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by thatFinance Party) against any matured or un- matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch orcurrency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usualcourse of business for the purpose of the set-off.34.NOTICES 34.1Communications in writing Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made bye-mail or letter. 34.2Addresses The address and e-mail (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication ordocument to be made or delivered under or in connection with the Finance Documents is:(a)in the case of the Obligors; c/o DHT Management ASHaakon VII's gate 1P.O. Box 2039 Vika 0125 OsloNorway Att: Ms. Laila HalvorsenE-mail: lch@dhtankers.com (b)in the case of the Security Agent and Agent, that identified with its name below,ING Bank N.V.Bijlmerdreef 241102 CT AmsterdamLocation code ACT A.16Page 110 of 150The NetherlandsAtt: Sabine JurjensEmail: sabine.jurjens@ing.com (c)to each Lender and other Finance Party at such details as it has informed the Agent of in writing, or any substitute address or e-mail or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change ismade by the Agent) by not less than five (5) Business Days' notice.34.3Delivery (a)Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will, unless otherwisestated herein, only be effective: (i)if by way of email, when actually received in readable form; or (ii)if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in anenvelope addressed to it at that address; and, if a particular department or officer is specified as part of its address details provided under Clause 34.2 (Addresses), if addressed to thatdepartment or officer. (b)Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it isexpressly marked for the attention of the department or officer identified with the Agent's signature below (or any substitute department or officer as theAgent shall specify for this purpose).(c)All notices from or to an Obligor shall be sent through the Agent. (d)Any communication or document made or delivered to any of the Obligors in accordance with this Clause will be deemed to have been made or deliveredto each of the Obligors. 34.4Notification of address and e-mail Promptly upon receipt of notification of an address or e-mail or change of address or e-mail pursuant to Clause 34.2 (Addresses) or changing its own addressor e-mail, the Agent shall notify the other Parties.34.5Electronic communication (a)Any communication to be made between the Agent and the other Parties under or in connection with the Finance Documents may be made by electronicmail or other electronic means as an accepted form of communication unless and until the relevant Party notifies the Agent to the contrary.(b)The Parties agree to:(i)notify the Agent in writing of their electronic mail address and/or any other information required to enable the sending and receipt of informationby electronic communication; andPage 111 of 150(ii)notify the Agent in writing of any change to their address or any other such information supplied by them. (c)Subject to paragraph (d) below, any electronic communication made between the Parties will be effective only when actually received in readable form andin the case of any electronic communication made by a Party to the Agent only if it is addressed in such a manner as the Agent shall specify for thispurpose.(d)The Finance Parties confirm that they have consented to the use of the Agent's Debtdomain systems as an accepted method of communication under andin connection with the Finance Documents and agree that the Debtdomain system will be the primary method of communication between the Agent andthe other Finance Parties until and unless the Agent notifies them of a replacing system of communication. The Finance Parties acknowledge that acommunication via Debtdomain (or replacing system) will be effective once the communication is posted to Debtdomain (or replacing system) by theAgent. 34.6English language (a)Any notice given under or in connection with any Finance Document must be in English. (b)All other documents provided under or in connection with any Finance Document must be: (i)in English; or (ii)if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation willprevail unless the document is a constitutional, statutory or other official document. 35.CALCULATIONS AND CERTIFICATES 35.1Accounts In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by aFinance Party are prima facie evidence of the matters to which they relate. 35.2Certificates and Determinations Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusiveevidence of the matters to which it relates.35.3Day count convention Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of dayselapsed and a year of 360 days or, in any case where the practice in the relevant market differs, in accordance with that market practice.36.PARTIAL INVALIDITYPage 112 of 150If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction,neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of anyother jurisdiction will in any way be affected or impaired.37.REMEDIES AND WAIVERS No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as awaiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. Therights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.38.AMENDMENTS AND WAIVERS 38.1Required consents (a)Subject to Clause 38.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders andthe Guarantor and any such amendment or waiver will be binding on all Parties.(b)The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 38 (Amendments and waivers). (c)Without prejudice to the generality of paragraphs (c), (d) and (e) of Clause 29.7 (Rights and discretions), the Agent may engage, pay for and rely on theservices of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.(d)Each Obligor agrees to any such amendment or waiver permitted by this Clause 38 (Amendments and waivers) which is agreed to by the Guarantor. Thisincludes any amendment or waiver which would, but for this paragraph (d), require the consent of all or any of the Borrowers and/or Obligors.38.2Exceptions (a)An amendment or waiver that has the effect of changing or which relates to: (i)an extension to the date of payment of any amount under the Finance Documents; (ii)a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (iii)any change of currency; (iv)an increase in or an extension of any Commitment; (v)an extension of an Availability Period; (vi)Clause 2.3 (Finance Parties' rights and obligations), Clause 27 (Changes to the Lenders) or this Clause 38 (Amendments and waivers); (vii)the release, nature or scope or any other change of the guarantee and indemnity granted under Clause 20 (Guarantee and indemnity);Page 113 of 150(viii)governing law and jurisdiction; (ix)change to any provisions in respect of Sanctions Laws, Sanctions Authority, Restricted Party (and any other elements relating to sanctions); (x)the manner in which any payment and proceeds are being applied; (xi)the nature or scope or any other change to the Security Documents or the Security granted thereunder; (xii)the definition of "Majority Lenders" or "Incremental Facility Majority Lenders" in Clause 1.1 (Definitions); (xiii)any provision which expressly requires the consent of all the Lenders; (xiv)a change to any Obligor or any change to the definition "Change of Control"; (xv)the joint and several liability of the Obligors and/or the nature or scope of the joint and several liability of the Obligors; or (xvi)release of any Security created by the Security Documents unless permitted under the Finance Documents or undertaken by the Agent acting oninstruction of the Majority Lenders following an Event of Default which is continuing; shall not be made without the prior consent of all the Lenders (or all affected Lenders as the case might be). (b)An amendment or waiver which relates to the rights or obligations of the Agent or any Mandated Lead Arranger (each in their capacity as such) may notbe effected without the consent of the Agent or, as the case may be, the relevant Mandated Lead Arranger.(c)Clause 38.1 (Required consent) and the above paragraph (a) – (b) shall not apply to any Secured Hedging Agreement which shall be amended solelyaccording to its terms and with only consent required by the relevant Obligor(s) and the Hedging Bank being parties thereto and any amendment orwaiver of any other Finance Document which relates to the rights or obligations of a Hedging Bank (each in its capacity as such) may not be effectedwithout the consent of the relevant Hedging Bank. 38.3Changes to reference rates (a)Subject to Clause 38.2 (Exceptions) paragraph (b), if a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendmentor waiver which relates to: (i)providing for the use of a Replacement Reference Rate in place of that Published Rate; and (ii) (A)aligning any provision of any Finance Document to the use of that Replacement Reference Rate;(B)enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, anyconsequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement); Page 114 of 150(C)implementing market conventions applicable to that Replacement Reference Rate; (D)providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or (E)adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to anotheras a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has beenformally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of thatdesignation, nomination or recommendation),may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrowers.(b)If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within ten (10) Business Days (or such longertime period in relation to any request which the Borrowers and the Agent may agree) of that request being made: (i)its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the relevant Facility/ies when ascertainingwhether any relevant percentage of Total Commitments has been obtained to approve that request; and (ii)its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has beenobtained to approve that request. (c)In this Clause 38.3: "Published Rate" means:(a)Term SOFR for any Quoted Tenor; (b)SOFR; (c)Central Bank Rate; or (d)any replacement Reference Rate to the extent that it has previously replaced any Published Rate pursuant to this clause. "Published Rate Replacement Event" means, in relation to a Published Rate: (a)the methodology, formula or other means of determining that Published Rate has, in the opinion of the Majority Lenders and the Borrowersmaterially changed; (b) (i) (A)the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; orPage 115 of 150(B)information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange,regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of thatPublished Rate is insolvent, provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate; (ii)the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently orindefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate; (iii)the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently orindefinitely discontinued; or (iv)the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used. (c)the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determinesthat that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies orarrangements and either: (i)the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Obligors) temporary;or (ii)that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than 20 days; or (d)in the opinion of the Majority Lenders and the Borrowers, that Published Rate is otherwise no longer appropriate for the purposes of calculatinginterest under this Agreement. "Quoted Tenor" means, in relation to Term SOFR, any period for which that rate is customarily displayed on the relevant page or screen of aninformation service. "Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any workinggroup or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board. "Replacement Reference Rate" means a reference rate which is: (a)formally designated, nominated or recommended as the replacement for a Published Rate by: (i)the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as thatmeasured by that Published Rate); or (ii)any Relevant Nominating Body,Page 116 of 150and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the"Replacement Reference Rate" will be the replacement under paragraph (ii) above; (b)in the opinion of the Majority Lenders and the Borrowers, generally accepted in the international or any relevant domestic syndicated loan marketsas the appropriate successor to a Published Rate; or(c)in the opinion of the Majority Lenders and the Borrowers, an appropriate successor to a Published Rate.39.CONFIDENTIALITY 39.1Confidential information Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 39.2(Disclosure of Confidential Information), and to ensure that all Confidential Information is protected with security measures and a degree of care that wouldapply to its own confidential information.39.2Disclosure of Confidential Information Any Finance Party may disclose: (a)to any of its Affiliates and related funds any of its or their officers, directors, employees, professional advisers, auditors, partners and representatives andany of its insurers, reinsurers, insurance brokers, reinsurance brokers and other credit risk protection providers such Confidential Information as thatFinance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed inwriting of its confidential nature and that some or all of such Confidential Information may be price-sensitive information, except that there shall be nosuch requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise boundby requirements of confidentiality in relation to the Confidential Information; (b)to any person:(i)to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or moreFinance Documents and to any of that person's Affiliates, related funds, representatives and professional advisers; (ii)with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any othertransaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or the Obligors and to anyof that person's Affiliates, related funds, representatives and professional advisers; (iii)appointed by any Finance Party or by a person to whom sub-paragraph (i) or (ii) above applies to receive communications, notices, information ordocuments delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (b) ofClause 29.14 (Relationship with the Lenders));Page 117 of 150(iv)who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) above; (v)to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation orother regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation; (vi)to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or otherinvestigations, proceedings or disputes; (vii)to whom or for whose benefit that Finance Party charges, assigns or otherwise creates a security interest (or may do so) pursuant to Clause 27.8(Security over Lenders' rights); (viii)who is a Party; or (ix)with the consent of the Obligors; in each case, such Confidential Information as that Finance Party shall consider appropriate if:(A)in relation to sub-paragraphs (i), (ii) and (iii) above, the person to whom the Confidential Information is to be given has entered into aconfidentiality undertaking except that there shall be no requirement for a confidentiality undertaking if the recipient is a professionaladviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information; (B)in relation to sub-paragraph (iv) above, the person to whom the Confidential Information is to be given has entered into a confidentialityundertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and isinformed that some or all of such Confidential Information may be price-sensitive information; and (C)in relation to sub-paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed ofits confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be norequirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances; (c)to any person appointed by that Finance Party or by a person to whom sub-paragraph (b)(i) or (b)(ii) above applies to provide administration orsettlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respectof the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of theservices referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentialityagreement substantially in the form of the LMA Master confidentiality undertaking for Use With Administration/ Settlement Service Providers or suchother form of confidentiality undertaking agreed between the Obligors and the relevant Finance Party;Page 118 of 150(d)to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agencyto carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Informationis to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information;(e)as set out in Clause 27.7 (Securitisation) of this Agreement. 39.3Disclosure to numbering service providers (a)Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identificationnumbering services in respect of this Agreement, the Facilities and/or the Obligors the following information: (i)name of the Obligors; (ii)country of domicile of the Obligors; (iii)place of incorporation of the Obligors; (iv)date of this Agreement; (v)the names of the Agent and the Mandated Lead Arrangers; (vi)date of each amendment and restatement of this Agreement; (vii)amount of Total Commitments; (viii)currencies of the Facilities; (ix)type of Facilities; (x)ranking of Facilities; (xi)the Maturity Date; (xii)changes to any of the information previously supplied pursuant to sub- paragraphs (i) to (xi) above; and (xiii)such other information agreed between such Finance Party and the Borrowers, to enable such numbering service provider to provide its usual syndicated loan numbering identification services. (b)The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and/or the Obligors by a numbering serviceprovider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms andconditions of that numbering service provider.(c)The Obligors represent that none of the information set out in sub-paragraphs (i) to (xiii) of paragraph (a) above is, nor will at any time be, unpublishedprice-sensitive information.39.4Agent's publicationPage 119 of 150The Parties agree to that the Agent may, at its own expense, publish information about its participation in and the agency and arrangement of the Agreementand the Facilities and for such purpose use the Borrowers' and/or the Guarantors' logo and trademark in connection with such publication.39.5Entire agreement This Clause 39 (Confidentiality) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the FinanceDocuments regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information. 39.6Inside information Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of suchinformation may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of theFinance Parties undertakes not to use any Confidential Information for any unlawful purpose. 39.7Notification of disclosure Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrowers:(a)of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (b)(v) of Clause 39.2 (Disclosure of ConfidentialInformation), except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory orregulatory function; and(b)upon becoming aware that Confidential Information has been disclosed in breach of this Clause 39 (Confidentiality). 39.8Continuing obligations The obligations in this Clause 39 (Confidentiality) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period oftwelve (12) months from the earlier of:(a)the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have beencancelled or otherwise cease to be available; and (b)the date on which such Finance Party otherwise ceases to be a Finance Party. 40.CONFIDENTIALITY OF FUNDING RATES 40.1Confidentiality and disclosure (a)The Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraphs(b) and (c) below. (b)The Agent may disclose:Page 120 of 150(i)any Funding Rate to the relevant Borrower pursuant to Clause 10.4 (Notifications); and (ii)any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to theextent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given hasentered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use WithAdministration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender. (c)The Agent and each Obligor may disclose any Funding Rate to:(i)any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if anyperson to whom that Funding Rate is to be given pursuant to this sub-paragraph (i) is informed in writing of its confidential nature and that it maybe price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations tomaintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it; (ii)any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking,taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if theperson to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive informationexcept that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicableto do so in the circumstances; (iii)any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrativeor other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidentialnature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or therelevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and (iv)any person with the consent of the relevant Lender. 40.2Related obligations (a)The Agent and each Obligor acknowledge that each Funding Rate is or may be price- sensitive information and that its use may be regulated orprohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not touse any Funding Rate for any unlawful purpose. (b)The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender: (i)of the circumstances of any disclosure made pursuant to sub-paragraph (c)(ii) of Clause 40.1 (Confidentiality and disclosure) except where suchdisclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; andPage 121 of 150(ii)upon becoming aware that any information has been disclosed in breach of this Clause 40 (Confidentiality of Funding Rates) 40.3No Event of Default No Event of Default will occur under Clause 26 (Events of Default) by reason only of an Obligor's failure to comply with this Clause 40 (Confidentiality ofFunding Rates).41.COUNTERPARTS Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on asingle copy of the Finance Document.42.CONFLICT 42.1Conflict In case of conflict between the Security Documents and this Agreement, the provisions of this Agreement shall prevail, provided however that this will notin any way be interpreted or applied to prejudice the legality, validity or enforceability of any Security Document.42.2Contractual recognition of bail-in Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Partyacknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-InAction by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of: (a)any Bail-In Action in relation to any such liability, including (without limitation): (i)a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of anysuch liability; (ii)a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and (iii)a cancellation of any such liability; and (b)a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.Page 122 of 150SECTION 12GOVERNING LAW AND ENFORCEMENT43.GOVERNING LAW This Agreement is governed by Norwegian law. 44.ENFORCEMENT 44.1Jurisdiction (a)The courts of Norway, the venue to be Oslo District Court (in Norwegian: Oslo tingrett) have jurisdiction to settle any dispute arising out of or inconnection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement (a "Dispute")).(b)The Parties agree that the courts of Norway are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to thecontrary.(c)This Clause 44.1 (Jurisdiction) is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedingsrelating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in anynumber of jurisdictions. 44.2Service of process Without prejudice to any other mode of service allowed under any relevant law, each Borrower and the Guarantor: (a)irrevocably appoints DHT Management AS, Haakon VIIs gate 1, P.O. Box 2039 Vika, 0125 Oslo, Norway as its agent for service of process in relation toany proceedings before the Norwegian courts in connection with any Finance Document;(b)agrees that failure by a process agent to notify the relevant Borrower and/or Guarantor of the process will not invalidate the proceedings concerned, and (c)consents to the service of process to any such proceedings before the Norwegian courts by delivering of a copy of the process to DHT Management AS'from time to time officially registered address in Norway. If any process agent appointed shall cease to exist for any reason where process may be served, each Borrower and the Guarantor will forthwith appointanother process agent with an office in Norway where process may be served and will forthwith notify the Agent thereof. This Agreement has been entered into on the date stated at the beginning of this Agreement.Page 123 of 150SCHEDULE 1AThe Original Lenders #Name:Title:Term LoanFacilityCommitment:Revolving CreditFacilityCommitment:Commitment:1.ING Bank N.V.Coordinator,Agent and Security AgentN/AN/AN/A2.ING Bank, a branch of ING- DiBaAGOriginal Lender, MandatedLead Arranger, Bookrunnerand OriginalHedging BankUSD 35,061,475.41USD 37,438,524.59USD 72,500,0003.Nordea Bank Abp, filial i NorgeCoordinator, OriginalLender, Mandated LeadArrangerand BookrunnerUSD 35,061,475.41USD 37,438,524.59USD 72,500,0004.Nordea Bank AbpOriginal Hedging BankN/AN/AN/A5.Skandinaviska Enskilda BankenAB (publ)Original Lender, MandatedLead Arranger andOriginalHedging BankUSD 19,344,262.30USD 20,655,737.70USD 40,000,0006.ABN AMRO BankN.V., Oslo BranchOriginal Lender andMandatedLead ArrangerUSD 19,344,262.30USD 20,655,737.70USD 40,000,0007.ABN AMRO Bank N.V.Original Hedging BankN/AN/AN/A8.Danish Ship Finance A/SOriginal Lender, MandatedLead Arrangerand Original Hedging BankUSD 19,344,262.30USD 20,655,737.70USD 40,000,0009.Crédit Agricole Corporate andInvestment BankOriginal Lender andMandatedLead ArrangerUSD 19,344,262.30USD 20,655,737.70USD 40,000,000Total Commitments:Up to USD 147,500,000Up to USD 157,500,000Up to USD 305,000,000Page 124 of 150SCHEDULE 1B Original Borrowers, Original Vessels, Tranches and instalments #Original BorrowerOriginal VesselBuiltTypeTerm Loan Facility(USD)Revolving CreditFacility(USD)Total Loans(USD)Quarterlyinstalments for TermLoan Facility(USD)11.DHT Mustang, Inc. (MI)"DHT Mustang",IMO no.9823003 (HK)08.10.2018VLCC15,000,00025,000,00040,000,000625,0002.DHT Bronco, Inc. (MI)"DHT Bronco",IMO no.9822994 (HK)01.08.2018VLCC15,000,00025,000,00040,000,000625,0003.DHT Puma Limited (MI)"DHT Puma",IMO no.9728837 (HK)31.08.2016VLCC15,000,00020,000,00035,000,000625,0004.DHT Panther Limited(MI)"DHT Panther",IMO no.9722900 (HK)05.08.2016VLCC15,000,00020,000,00035,000,000625,0005.DHT Lion Limited (MI)"DHT Lion", IMOno. 9722895(HK)15.03.2016VLCC15,000,00020,000,00035,000,000625,0006.DHT Leopard Limited(MI)"DHT Leopard",IMO no.9733961 (HK)04.01.2016VLCC15,000,00020,000,00035,000,000625,0007. Samco Iota Ltd. (CI)"DHT Taiga",IMO no.9590888 (HK)24.09.2012VLCC15,000,00010,000,00025,000,000625,0008.Samco Theta Ltd. (CI)"DHTSundarbans",IMO no.9590876 (HK)16.05.2012VLCC15,000,00010,000,00025,000,000625,0009.Samco Kappa Ltd. (CI)"DHTRedwood", IMOno. 9528940 (HK)25.10.2011VLCC15,000,0007,500,00022,500,000625,00010.Samco Epsilon Ltd. (CI)"DHT China",IMO no.9315161 (HK)16.05.2007VLCC12,500,000-12,500,000625,000Total (USD)147,500,000157,500,000305,000,0006,250,000 1 Repayment schedules to be updated if relevant and further detailed in a separate spreadsheet to be prepared by the Agent and distributed to the Borrowersfollowing the initial Utilisation if the utilized amounts are below TranchesPage 125 of 150SCHEDULE 2 Conditions PrecedentPart I Conditions precedent to delivery of the first Utilisation Request1.Relating to each of the Borrowers and the Guarantor (a)Certified copies of the constitutional documents of the relevant company; (b)Certificate of incorporation, extract from the relevant company registry and/or updated certificate of good standing;(c)A certified copy of a resolution of the board of directors of the relevant company: (i)approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute theFinance Documents to which it is a party;(ii)authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and (iii)authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by itunder or in connection with the Finance Documents to which it is a party.(d)Certified copies of the resolutions of the Borrowers' shareholder(s) approving the terms of, and the transactions contemplated by, the Finance Documentsto which it is a party, if applicable.(e)A copy of the passports of any Director of the relevant company and of each other person signing any Finance Documents, and specimen of thesignature of such persons if not evidenced by the passport copy; (f)An original Power of Attorney (notarised and legalised if requested by the Agent); (g)Evidence of any shareholders owning more than 25% of the Guarantor based on latestpublicly available filings; (h)A copy of the Original Financial Statements of the Guarantor; and(i)A certificate of an authorised signatory (including any authorised director, secretary, treasurer or chief financial officer) of the relevant company settingout the name of the Directors of the relevant Obligor certifying that each copy document relating to it specified in this Schedule 2 (Conditions precedent)is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.Page 126 of 1502.AuthorisationsAll approvals, authorisations and consents required by any government or other authorities for the Obligors to enter into and perform their obligationsunder this Agreement and/or any of the other Transaction Documents to which they are respective parties.3.Finance Documents (a)The Agreement; and (All Finance Documents to be delivered in original unless otherwise approved by the Agent). 4.Legal opinions (a)A legal opinion from the legal advisers to the Agent in the relevant jurisdiction, substantially in the form distributed to and approved by all Lenders priorto signing this Agreement; and(b)Any such other favourable legal opinions in form and substance satisfactory to all Lenders from lawyers appointed by the Agent on matters concerningall relevant jurisdictions.5.Other documents and evidence (a)Evidence that any process agent referred to in Clause 44.2 (Service of process), if not an Obligor, has accepted its appointment;(b)A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified theBorrowers and/or the Guarantor accordingly) in connection with the entry into and performance of the transactions contemplated by any FinanceDocument or for the validity and enforceability of any Finance Document; (c)Evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 13 (Fees), Clause 18 (Costs and expenses) and any FeeLetters have been paid or will be paid by the date hereof; and(d)Any other documents as reasonably requested by the Agent, hereunder any additional documentation required for any Finance Party to comply withtheir "know your customer" requirements.Page 127 of 150Part IIConditions precedent to a Utilisation of the Original Facilities1.Relating to each of the Borrowers and the Guarantor A certificate of an authorised signatory (including any authorised director, secretary, treasurer or chief financial officer) of the relevant company setting outthe name of the Directors of the relevant Obligor certifying that each copy document relating to it specified in this Schedule 2 (Conditions precedent) andalready delivered and approved by the Agent is correct, complete and in full force and effect, or if any changes have been made or new corporatedocumentation otherwise is deemed relevant attaching, certifying and confirming such updated documentation as at a date no earlier than the date of suchcertificate. 2.Authorisations All approvals, authorisations and consents required by any government or other authorities for the Obligors to enter into and perform their obligationsunder this Agreement and/or any of the other Transaction Documents to which they are respective parties.3.Finance Documents(a)The Mortgages; (b)The Assignment Agreements; (c)A notice of assignment of Insurances and acknowledgement thereof or standard letters of undertaking;(d)A notice of assignment of Earnings (if applicable) and acknowledgement thereof; (e)A notice of assignment of claims under any Secured Hedging Agreements (if applicable) and acknowledgments thereof;(f)The Pledges of Shares with the notices, transcripts, share certificates and other evidence required thereunder. (g)Any Intra Group Loans Assignment Agreements with the notices, the acknowledgements, transcripts and evidence required thereunder;(h)Any Charterparty Assignment; and (i)A notice of assignment of Charterparty and acknowledgement thereof.(All Finance Documents to be delivered in original unless otherwise approved by the Agent).4.Documents relating to the relevant Vessel (a)If relevant, copy of the Shipbuilding Contract and/or copy of the MOA with any amendments or additions; (b)If relevant, a copy of the Builder Certificate and/or Bill of Sale (as applicable under the relevant Shipbuilding Contract or MOA);Page 128 of 150(c)If relevant, a copy of the Protocol of Delivery and Acceptance under the relevant Shipbuilding Contract or MOA; (d)Copies of insurance policies/cover notes documenting that insurance cover has been taken out in respect of the Vessel in accordance with Clause 24.2(Insurance - Vessels), and evidencing that the Agent's Security in the insurance policies have been noted in accordance with the relevant notices asrequired under the Assignment Agreement;(e)A copy of any Charterparty, hereunder any Bareboat Charter; (f)The Letter of Undertaking; (g)A copy of the current DOC;(h)A copy of any Technical Management Agreement;(i)A copy of any Commercial Management Agreement; (j)A copy of updated confirmations of class (or equivalent) in respect of the Vessel from the relevant classification society, confirming that the Vessel isclassed in accordance with Clause 23.4 (Classification and repairs), free of extensions and overdue recommendations;(k)A copy of the Vessel's current SMC; (l)A copy of the Vessel's ISSC; (m)A copy of the Vessel's IAPPC; (n)A Green Passport or an equivalent document in respect of the relevant Vessel; and (o)Updated Valuation Certificates, including valuations fulfilling requirements for Market Value from one (or more as relevant) Approved Broker(s) in respectof the Vessel issued no more than thirty (30) days prior to the Utilisation Date. The following documents to be received by the Agent latest on the Utilisation Date: (p)Evidence (by way of transcript of registry) that the Vessel is registered in the name of the relevant Borrower in an Approved Ship Registry acceptable tothe Agent, and if relevant, bareboat registered in the Bareboat Registry, that the Mortgage has been, or will in connection with Utilisation of the Loan be,executed and recorded with its intended first priority against the Vessel, hereunder if relevant in the Bareboat Registry, and that no other encumbrances,maritime liens, mortgages or debts whatsoever are registered against the Vessel. 5.Legal opinions The following documents to be received by the Agent latest on the Utilisation Date: (a)A legal opinion from the legal advisers to the Agent in the relevant jurisdiction, substantially in the form distributed to and approved by all Lenders; andPage 129 of 150(b)Any such other favourable legal opinions in form and substance satisfactory to all Lenders from lawyers appointed by the Agent on matters concerningall relevant jurisdictions. 6.Other documents and evidence(a)Evidence that any process agent referred to in the Security Documents, if not a Party to this Agreement, has accepted its appointment; (b)A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified theBorrowers accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validityand enforceability of any Finance Document;(c)The Utilisation Request at least three (3) Business Days prior to the Utilisation Date; (d)If relevant, evidence that all instalments due under the relevant Shipbuilding Contract prior to the Utilisation Date have been paid; (e)A favourable opinion from the Agent's insurance consultants at the expense of the Borrowers confirming that the required insurances have been placedand are acceptable to the Agent and that the underwriters are acceptable to the Agent;(f)A Compliance Certificate confirming compliance with the financial covenants as set out in Clause 22 (Financial covenants); (g)Evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 12 (Fees), Clause 17 (Costs and expenses) and any FeeLetters have been paid or will be paid by the Utilisation Date;(h)Any agreements in respect of Intra Group Loans and evidence that they are subordinated to the obligations of the Borrowers under the FinanceDocuments;(i)Manager's Undertakings from the Technical Manager and the Commercial Manager in such form as the Agent may reasonably require; (j)A letter from the Guarantor confirming that there have been no Material Adverse Effect and that there is no Default; and(k)Any other documents as reasonably requested by the Agent, hereunder any additional documentation required for any Finance Party to comply withtheir "know your customer" requirements.Page 130 of 150Part IIIConditions precedent to accession of an Additional Borrower(a)The conditions precedent set out in Schedule 2 Part I (Conditions precedent to delivery of the first Utilisation Request) with any necessary and logicaladjustments for the Accession Letter and the Additional Borrower. (b)Any other documents or other evidence reasonably requested by the Agent.Page 131 of 150Part IV Conditions precedent to a Utilisation of an Incremental Facility(a)Establishment of the Incremental Facility and receipt of documents and evidence according to Clause 6 (Establishment of Incremental Facilities); (b)The conditions precedent set out in Schedule 2 Part II (Conditions precedent to a Utilisation of the Original Facilities) with any necessary and logicaladjustments for the Incremental Facility; and(c)Any other documents or other evidence reasonably requested by the Agent.Page 132 of 150SCHEDULE 3 RequestsPart I Form of Utilisation Request From:[●] To: ING BANK N.V. Date: DHT Holdings, Inc. with Subsidiaries – up to USD 405,000,000 Senior Secured Credit Facilities Agreement dated [●] 2023 (the "Agreement") 1.We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a differentmeaning in this Utilisation Request.2.We wish to borrow a Loan on the following terms: Proposed Utilisation Date:[●] (or, if that is not a Business Day, thenext Business Day)Facility:[●][Tranche][●]Amount:[●]Interest period:[3 Months]3.We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4.The proceeds of this Loan should be credited to [account/●]. 5.This Utilisation Request is irrevocable.Yours faithfully ..................................... authorised signatory for[name of Borrowers] Page 133 of 150Part II Form of Selection Notice From:[●] To:ING BANK N.V. as Agent Dated: DHT Holdings, Inc. with Subsidiaries – up to USD 405,000,000 Senior Secured Credit Facilities Agreement dated [●] 2023 (the "Agreement") 1.We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a differentmeaning in this Selection Notice.2.We refer to the [Description of Loan] with an Interest Period ending on [●]. 3.We request that the next Interest Period for this Loan is [●]. 4.This Selection Notice is irrevocable.Yours faithfully ..................................... authorised signatory for[name of Borrowers]Page 134 of 150Part IIIForm of Optional Rate Switch Notice From:[●] To:ING BANK N.V. as Agent Dated: DHT Holdings, Inc. with Subsidiaries – up to USD 405,000,000 Senior Secured Credit Facilities Agreement dated [●] 2023 (the "Agreement") 1.We refer to the Agreement. This is an Optional Rate Switch Notice. Terms defined in the Agreement have the same meaning in this notice unless given a differentmeaning herein. 2.We hereby request the Agent to switch the Reference Rate for all Loans (which shall apply also for all future Loans and Incremental Facilities whether or notestablished at the date hereof) from Term SOFR to SOFR starting as of [the first day in the next Interest Period for the Loans].3.The Interest Period on each of the Loans shall be [three (3) Months]. 4.This Optional Rate Switch Notice is irrevocable.Yours faithfully..................................... authorised signatory for[name of Borrowers]Page 135 of 150SCHEDULE 4 Form of Transfer Certificate To:ING BANK N.V. as Agent From:[The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender") Dated: DHT Holdings, Inc. with Subsidiaries – up to USD 405,000,000 Senior Secured Credit Facilities Agreement dated [●] 2023 (the "Agreement")1.We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a differentmeaning in this Transfer Certificate.2.We refer to Clause 26.4 (Procedure for transfer): (a)The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender'sCommitment, rights and obligations referred to in the Schedule in accordance with Clause 26.4 (Procedure for transfer).(b)The proposed Transfer Date is [●]. (c)The Facility Office and address, e-mail and attention details for notices of the New Lender for the purposes of Clause 33.2 (Addresses) are set out in theSchedule.3.The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 26.3 (Limitation of responsibility ofExisting Lenders). 4.This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copyof this Transfer Certificate. 5.This Transfer Certificate is governed by Norwegian law. 6.This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.Page 136 of 150THE SCHEDULE Commitment/rights and obligations to be transferred [insert relevant details] [Facility Office address, e-mail and attention details for notices and account details for payments,][Existing Lender][New Lender]By:By:This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [●]. [Agent] By:Page 137 of 150SCHEDULE 5 Form of Accession Letter To:ING BANK N.V. as Agent From: [Additional Borrower] and DHT Holdings, Inc. Dated: DHT Holdings, Inc. with Subsidiaries – up to USD 405,000,000 Senior Secured Credit Facilities Agreement dated [●] 2023 (the "Agreement") 1.We refer to the Agreement. This letter (the "Accession Letter") shall take effect as an Accession Letter for the purposes of the Agreement. Terms defined in theAgreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter. 2.[Additional Borrower] agrees to become an Additional Borrower and to be bound by the terms of the Agreement and the other Finance Documents as Borrowerpursuant to Clause 28.2 (Additional Borrowers) of the Agreement, including for the avoidance of doubt to be bound by the terms of Clause 2.4 (Borrowers'liabilities and obligations) and Clause 2.5 (Financial Contracts Act).3.[Additional Borrower] is a company duly incorporated under the laws of [name of relevant jurisdiction] and is a limited liability company with registered address at[●]. 4.The Guarantor confirms that no Default is continuing or would occur as a result of [Additional Borrower] becoming an Additional Borrower.5.Clause 33.2 (Addresses) of the Agreement apply for [Additional Borrower's] administrative details for the purposes of the Agreement. 6.This Accession Letter shall be deemed to be a Finance Document. 7.This Accession Letter is governed by Norwegian law with legal venue as set out in Clause 43 (Enforcement) of the Agreement. Yours faithfully ..................................... .....................................authorised signatory forauthorised signatory for [Additional Borrower]DHT Holdings, Inc.as Additional Borroweras Guarantor *** This Accession Letter is accepted by the Agent on [●]...................................... authorised signatory forING BANK N.V.as AgentPage 138 of 150SCHEDULE 6Form of Compliance Certificate To:ING BANK N.V. as Agent From: [ ] Date: DHT Holdings, Inc. with Subsidiaries – up to USD 405,000,000 Senior Secured Credit Facilities Agreement dated [●] 2023 (the "Agreement") 1.We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificateunless given a different meaning in this Compliance Certificate.2.We confirm that as of [insert date] the Guarantor has on a consolidated basis: The Guarantor has on a consolidated basis (Clause 22.1 (Financial covenants – the Guarantor)): a)Minimum Value Adjusted Tangible Net Worth Requirement:Value Adjusted Tangible Net Worth of at least USD 300,000,000, but the Value Adjusted Tangible Net Worth shall inany event minimum 25% of the Value Adjusted Total AssetsValue Adjusted Tangible Net Worth* USD……………. Value Adjusted Total Assets* USD …………….In ComplianceYes/No *) as per enclosed calculationsb)Minimum Cash Requirement: The higher of USD 30,000,000 and 6% of the Total Interest Bearing Debt Minimum Cash* USD ……………./……% Total Interest Bearing Debt*USD……………../ ……%*) as per enclosed calculations In Compliance Yes/No c)Working Capital Requirement: Positive Current AssetsUSD..........,..lessPage 139 of 150 Current DebtUSD……………. In Compliance Yes/No3.We confirm that no Default is continuing.Please find enclosed a copy of our financial statements, together with updated Valuation Certificates in respect of the Vessels.Yours faithfully..................................... DHT Holdings, Inc.CFOPage 140 of 150SCHEDULE 7 Form of Valuation Certificate To:ING BANK N.V. as Agent From:[●] Date: DHT Holdings, Inc. with Subsidiaries – up to USD 405,000,000 Senior Secured Credit Facilities Agreement dated [●] 2023 (the "Agreement")1.We refer to the Agreement. This is a Valuation Certificate. Terms defined in the Agreement have the same meaning when used in this Valuation Certificate. 2.We confirm that the Market Value of the Vessels are [●]% and is thereby in compliance with Clause 8.5 (Market Value) (setting out that the Market Value shall notfall below 135%). The Market Value for the Vessels are as follows:Name of Vessel:Valuation from [ApprovedBroker]Valuation from [ApprovedBroker]Average Market Value: 3.Please see attached hereto relevant supporting documentation and calculations to ensure compliance with Clauses 22.7 (Market Value) and Clause 8.5 (MarketValue): Yours sincerely,Page 141 of 150For and on behalf of the Obligors: DHT Holdings, Inc. By: Name: Title: [authorised signatory] Page 142 of 150SCHEDULE 8Form of Incremental Facility Notice To: ING BANK N.V. as Agent and Security Agent From:[●] as Additional Borrower; DHT Holdings, Inc. as Guarantor; and the entities listed in the Schedule as Incremental Facility Lenders (the "Incremental Facility Lenders") Dated: DHT Holdings, Inc. with Subsidiaries – up to USD 405,000,000 Senior Secured Credit Facilities Agreement dated [●] 2023 (the "Agreement") 1.We refer to the Agreement. This is an Incremental Facility Notice which shall take effect as an Incremental Facility Notice for the purposes of the Agreement andother Finance Documents. Terms defined in the Agreement have the same meaning in this Incremental Facility Notice unless given a different meaning herein.2.We refer to Clause 6.7 (Establishment of Incremental Facility) of the Agreement. 3.We request the establishment of an Incremental Facility with the following Incremental Facility Terms:(a)Total Incremental Facility Commitments: USD [●] (b)Margin: [●]% p.a.(c)Additional Borrower to which the Incremental Facility is to be made available: [●] of [address and jurisdiction] (d)Additional Vessel being financed by the Incremental Facility:Additional VesselBuilt (yard)Built(year)TypeMarket Valueper [date]"[Name]", IMO no.[number] ([flag])[●][●][●][●] [if relevant, other terms] 4.The proposed Establishment Date is [●]. 5.The Additional Borrower and the Guarantor each confirms that: (e)each of: (i)the Incremental Facility Terms set out above; andPage 143 of 150(ii)any fees payable in connection with the Incremental Facility, comply with Clause 6.5 (Restrictions on Incremental Facility Terms) of the Agreement;(f)[Incremental Facility Conditions Precedent]; (g)[the Incremental Facility Lenders and the Incremental Facility Commitments set out in this Incremental Facility Notice have been selected and allocated inaccordance with Clause 6.1 (Selection of Incremental Facility Lenders) of the Agreement;]; and (h)each condition specified in paragraph (a) of Clause 6.6 (Conditions to establishment) of the Agreement is satisfied on the date of this IncrementalFacility Notice.6.Each Incremental Facility Lender agrees to assume and will assume all of the obligations corresponding to the Incremental Facility Commitment set opposite itsname in the Schedule as if it had been an Original Lender under the Agreement in respect of that Incremental Facility Commitment.7.On the Establishment Date each Incremental Facility Lender becomes party to the relevant Finance Documents as a Lender.8.Each Incremental Facility Lender expressly acknowledges the limitations on the Lenders' obligations referred to in Clause 6.12 (Limitation of responsibility) of theAgreement. 9.Each Incremental Facility Lender confirms that, as from the Establishment Date for this Incremental Facility, it agrees and accepts to be bound by the terms of theAgreement and other Finance Documents as Party in capacity as "Incremental Facility Lender" and "Lender" and undertakes to perform all the obligationsexpressed to be assumed by it in such capacities as if it had been an original party to the Agreement and, if relevant, other Finance Documents. 10.This Incremental Facility Notice is irrevocable. 11.This Incremental Facility Notice shall be deemed to be a Finance Document. 12.This Incremental Facility Notice is governed by Norwegian law with legal venue as set out in Clause 43 (Enforcement) of the Agreement. Page 144 of 150THE SCHEDULE The Incremental Facility Lenders#Name of IncrementalFacility Lender:Administrative details:Incremental FacilityCommitment:1.[●][●][●]2.[●][●][●]3.[●][●][●]4.[●][●][●]5.[●][●][●]6.[●][●][●]7.[●][●][●]8.[●][●][●] Total Commitments: Up to USD [●]Page 145 of 150The Additional Borrower By: …………………………………………The GuarantorBy: …………………………………………The Incremental Facility Lenders [ ●]This document is accepted as an Incremental Facility Notice for the purposes of the Agreement by the Agent and the Establishment Date is confirmed as [●].The Agent By: …………………………………………Page 146 of 150SCHEDULE 9 FA Act section 3-12ObligorName and organization number:Organisation form:Address:Name of general manager anddirectors (or persons holding anequivalent position):BorrowersDHT Mustang, Inc. (no. 89339)DHT Bronco, Inc. (no. 89337)DHT Puma Limited (no, 77003) DHT Panther Limited (no.77005) DHT Lion Limited (no. 77004)DHT Leopard Limited (no.77006)Marshall Islands corporationlimited by sharesThe Trust Company Complex,Ajeltake Road, Ajeltake Island,Majuro, MH96960, MarshallIslandsDirector: Erik Andreas LindPresident: Svein MoxnesHarfjeldTreasurer: Laila Cecilie HalvorsenBorrowersSamco Iota Ltd. (no. 239276)Samco Theta Ltd. (no. 239259) Samco Kappa Ltd. (no. 213860) Samco Epsilon Ltd. (no. 132064)Cayman Island exemptedcompany limited by sharesc/o Ocorian Trust (Cayman)LimitedP. O. Box 1350 Windward 3Regatta Office Park GrandCayman KY1- 1108Cayman IslandsDirector: Erik Andreas LindPresident: Svein MoxnesHarfjeld Treasurer: Laila Cecilie HalvorsenGuarantorDHT Holdings, Inc. (no. 39572)Marshall Islands corporationlimited by sharesThe Trust Company Complex,Ajeltake Road, Ajeltake Island,Majuro, MH96960, MarshallIslandsDirectors: Erik Andreas Lind(chairman), Joseph HowlandPyne, Einar Michael Steimler,Jeremy Rafael Kramer, SophieRossini and Iman HillCEO/President: Svein MoxnesHarfjeldPage 147 of 150EXECUTION PAGE Borrower:Borrower:DHT Mustang, Inc.DHT Bronco, Inc. By: /s/ Laila C. HalvorsenBy: /s/ Laila C. HalvorsenName: Laila C. HalvorsenName: Laila C. HalvorsenTitle: Attorney-in-FactTitle: Attorney-in-Fact Borrower:Borrower:DHT Puma LimitedDHT Panther Limited By: /s/ Laila C. HalvorsenBy: /s/ Laila C. HalvorsenName: Laila C. HalvorsenName: Laila C. HalvorsenTitle: Attorney-in-FactTitle: Attorney-in-Fact Borrower:Borrower:DHT Lion LimitedDHT Leopard Limited By: /s/ Laila C. HalvorsenBy: /s/ Laila C. HalvorsenName: Laila C. HalvorsenName: Laila C. HalvorsenTitle: Attorney-in-FactTitle: Attorney-in-Fact Borrower:Borrower:Samco Iota Ltd.Samco Theta Ltd. By: /s/ Laila C. HalvorsenBy: /s/ Laila C. HalvorsenName: Laila C. HalvorsenName: Laila C. HalvorsenTitle: Attorney-in-FactTitle: Attorney-in-Fact Borrower:Borrower:Samco Kappa Ltd.Samco Epsilon Ltd. By: /s/ Laila C. HalvorsenBy: /s/ Laila C. HalvorsenName: Laila C. HalvorsenName: Laila C. HalvorsenTitle: Attorney-in-FactTitle: Attorney-in-Fact[Signature page USD 405 DHT facilities agreement]Page 148 of 150Guarantor: DHT Holdings, Inc. By: /s/ Laila C. Halvorsen Name: Laila C. Halvorsen Title: Attorney-in-Fact [Signature page USD 405 DHT facilities agreement]Page 149 of 150Coordinator, Agent and Security Agent:ING Bank N.V.Original Lender, Mandated Lead Arranger, Bookrunner and Original Hedging Bank: INGBank, a branch of ING-DiBa AG By:/s/ Sunniva Kinsella By:/s/ Sunniva Kinsella Name: Sunniva KinsellaName: Sunniva KinsellaTitle: Attorney-in-factTitle: Attorney-in-factCoordinator, Original Lender, Mandated Lead Arranger and Bookrunner: Nordea Bank Abp,filial i NorgeOriginal Hedging Bank:Nordea Bank Abp By:/s/ Sunniva Kinsella By:/s/ Sunniva Kinsella Name: Sunniva KinsellaName: Sunniva KinsellaTitle: Attorney-in-factTitle: Attorney-in-factOriginal Lender, Mandated Lead Arranger and Original Hedging Bank: SkandinaviskaEnskilda Banken AB (publ)Original Lender and Mandated Lead Arranger:ABN AMRO Bank N.V., Oslo Branch By: /s/ Sunniva Kinsella By:/s/ Sunniva Kinsella Name: Sunniva KinsellaName: Sunniva KinsellaTitle: Attorney-in-factTitle: Attorney-in-factOriginal Hedging Bank:ABN AMRO Bank N.V.Original Lender, Mandated Lead Arranger and Original Hedging Bank:Danish Ship Finance A/S By:/s/ Sunniva Kinsella By:/s/ Sunniva Kinsella Name: Sunniva KinsellaName: Sunniva KinsellaTitle: Attorney-in-factTitle: Attorney-in-factOriginal Lender and Mandated Lead Arranger:Crédit Agricole Corporate and Investment Bank By:/s/ Sunniva Kinsella Name: Sunniva Kinsella Title: Attorney-in-fact [Signature page USD 405 DHT facilities agreement]Page 150 of 150*** We hereby accept appointment as process agent for each of the Obligors pursuant to the Agreement Clause 43.2 (Service of process). DHT MANAGEMENT AS By:/s/ Laila C. Halvorsen Name: Laila C. Halvorsen Title: CEO [Signature page USD 405 DHT facilities agreement]Exhibit 4.11DHT HOLDINGS, INC. 2022 INCENTIVE COMPENSATION PLAN SECTION 1. Purpose. The purpose of this DHT Holdings, Inc. 2022 Incentive Compensation Plan is to promote the interests of DHT Holdings, Inc. and itsstockholders by (a) attracting and retaining exceptional directors, officers, employees, consultants and independent contractors (including prospective directors, officers, employees,consultants and independent contractors) and (b) enabling such individuals to participate in the long-term growth and financial success of DHT Holdings, Inc. SECTION 2. Definitions. As used herein, the following terms shall have the meanings set forth below: “Affiliate” means (a) any entity that, directly or indirectly, is controlled by, controls or is under common control with the Company and (b) any entity in which theCompany has a significant equity interest, in either case as determined by the Committee. “Award” means any award that is permitted under Section 6 and granted under the Plan. “Award Agreement” means any written agreement, contract or other instrument or document evidencing any Award, which may, but need not, require execution oracknowledgment by a Participant. “Board” means the Board of Directors of the Company. “Cash Incentive Award” shall have the meaning specified in Section 6(d). “Change of Control” shall, for purposes of any Award, (a) have the meaning set forth in the applicable Award Agreement or (b) if there is no definition set forth in suchAward Agreement, mean the occurrence of any of the following events: (i) the consummation of (A) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (x) the Company or (y) any of itsSubsidiaries, but in the case of this clause (y) only if Company Voting Securities (as defined below) are issued or issuable in connection with such transaction (each of thetransactions referred to in this clause (A) being hereinafter referred to as a “Reorganization”) or (B) the sale or other disposition of all or substantially all the assets of theCompany to an entity that is not an Affiliate (a “Sale”) if such Reorganization or Sale requires the approval of the Company’s stockholders under the law of the Company’sjurisdiction of organization (whether such approval is required for such Reorganization or Sale or for the issuance of securities of the Company in such Reorganization or Sale),unless, immediately following such Reorganization or Sale, (1) all or substantially all the individuals and entities who were the “beneficial owners” (as such term is defined inRule 13d-3 under the Exchange Act (or a successor rule thereto)) of the Shares or other securities eligible to vote for the election of the Board (collectively, the “Company VotingSecurities”) outstanding immediately prior to the consummation of such Reorganization or Sale beneficially own, directly or indirectly, more than 50% of the combined votingpower of the then outstanding voting securities of the entity resulting from such Reorganization or Sale (including, without limitation, an entity that as a result of suchtransaction owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries) (the “Continuing Entity”) in substantially thesame proportions as their ownership, immediately prior to the consummation of such Reorganization or Sale, of the outstanding Company Voting Securities (excluding anyoutstanding voting securities of the Continuing Entity that such beneficial owners hold immediately following the consummation of the Reorganization or Sale as a result oftheir ownership prior to such consummation of voting securities of any entity involved in or forming part of such Reorganization or Sale other than the Company and itsAffiliates) and (2) no Person beneficially owns, directly or indirectly, 30% or more of the combined voting power of the then outstanding voting securities of the ContinuingEntity immediately following the consummation of such Reorganization or Sale; (ii) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company; or (iii) any Person or “group” (as used in Section 14(d)(2) of the Exchange Act) (other than the Company or an Affiliate) becomes the beneficial owner, directly orindirectly, of securities of the Company representing 50% or more of the combined voting power of the then outstanding Company Voting Securities; provided, however, thatfor purposes of this subparagraph (iii), any acquisition directly from or to the Company shall not constitute a Change of Control. “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder. “Committee” means the compensation committee of the Board, or such other committee of the Board as may be designated by the Board to administer the Plan. “Company” means DHT Holdings, Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands, together with any successor thereto. “Disability” means the inability of the Participant, due to illness, accident or any other physical or mental incapacity, to perform the Participant’s duties in a normalmanner for a period of 120 days (whether or not consecutive) in any twelve-month period during the Participant’s employment or service with the Company or any of its Affiliates. “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute thereto. 2“Exercise Price” means, with respect to an Option, the price specified in the applicable Award Agreement as the price-per-Share at which Shares may be purchasedpursuant to such Option. “Fair Market Value” means (a) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures asshall be established from time to time by the Committee and (b) with respect to Shares, as of any date, (i) the mean between the high and low sales prices of Shares (A) as reported by theNYSE for such date or (B) if Shares are listed on a national stock exchange and not reported on the NYSE, as reported on the stock exchange composite tape for securities traded on suchstock exchange for such date or, with respect to each of clauses (A) and (B), if there were no sales on such date, on the closest preceding date on which there were sales of Shares or (ii)in the event there shall be no public market for Shares on such date, the fair market value of Shares as determined in good faith by the Committee. “Incentive Stock Option” means an option to purchase Shares from the Company that (a) is granted under Section 6 of the Plan and (b) is intended to qualify forspecial Federal income tax treatment pursuant to Sections 421 and 422 of the Code and which is so designated in the applicable Award Agreement. “Independent Director” means a member of the Board who is not an employee of the Company or any Affiliate. “IRS” means the Internal Revenue Service or any successor thereto and includes the staff thereof. “Nonqualified Stock Option” means an option to purchase Shares from the Company that (a) is granted under Section 6 of the Plan and (b) is not an Incentive StockOption. “NYSE” means The New York Stock Exchange, Inc. or any successor thereto. “Option” means an Incentive Stock Option or a Nonqualified Stock Option or both, as the context requires. “Participant” means any director, officer, employee, consultant or independent contractor (including any prospective director, officer, employee, consultant orindependent contractor) of the Company or its Affiliates who is eligible for an Award under Section 5 and who is selected by the Committee to receive an Award under the Plan or whoreceives a Substitute Award pursuant to Section 4(c). “Plan” means this DHT Holdings, Inc. 2022 Incentive Compensation Plan, as in effect from time to time. “Restricted Share” means a Share delivered under the Plan that (a) is granted under Section 6 of the Plan and (b) is subject to transfer restrictions, forfeiture provisionsor other terms and conditions specified herein and in the applicable Award Agreement. 3“RSU” means a restricted stock unit Award that (a) is granted under Section 6 of the Plan and (b) is designated as such in the applicable Award Agreement and thatrepresents an unfunded and unsecured promise to deliver Shares, cash, other securities, other Awards or other property in accordance with the terms of the applicable AwardAgreement. “SEC” means the Securities and Exchange Commission or any successor thereto and shall include the staff thereof. “Shares” means shares of Common Stock of the Company, $0.01 par value, or such other securities of the Company (a) into which such shares shall be changed byreason of a recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar transaction or (b) as may be determined by the Committee pursuant toSection 4(b). “Subsidiary” means any entity in which the Company, directly or indirectly, possesses fifty percent (50%) or more of the total combined voting power of all classes ofits stock. “Substitute Awards” shall have the meaning specified in Section 4(c). SECTION 3. Administration. (a) Composition of Committee. The Plan shall be administered by the Committee, which shall be composed of two or more directors,all of whom shall be Independent Directors and all of whom shall meet the independence requirements of the NYSE. (b) Authority of Committee. Subject to the terms of the Plan and applicable law, and in addition to the other express powers and authorizations conferred on theCommittee by the Plan, the Committee shall have sole and plenary authority to administer the Plan, including, but not limited to, the authority to (i) designate Participants, (ii) determinethe type or types of Awards to be granted to a Participant, (iii) determine the number of Shares to be covered by, or with respect to which payments, rights or other matters are to becalculated in connection with, Awards, (iv) determine the terms and conditions of Awards, (v) determine the vesting schedules of Awards and, if performance criteria must be attained inorder for an Award to vest or be settled or paid, establish such performance criteria and certify whether, and to what extent, such performance criteria have been attained, (vi) determinewhether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited orsuspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended, (vii) determine whether, to what extent and under whatcircumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election ofthe holder thereof or of the Committee, (viii) interpret, administer, reconcile any inconsistency in, correct any default in and supply any omission in the Plan and any instrument oragreement relating to, or Award made under, the Plan, (ix) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for theproper administration of the Plan, (x) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards, (xi) amend an outstanding Award or grant a replacementAward for an Award previously granted under the Plan if, in its sole discretion, the Committee determines that (A) the tax consequences of such Award to the Company or the Participantdiffer from those consequences that were expected to occur on the date the Award was granted or (B) clarifications or interpretations of, or changes to, tax law or regulations permitAwards to be granted that have more favorable tax consequences than initially anticipated and (xii) make any other determination and take any other action that the Committee deemsnecessary or desirable for the administration of the Plan. 4(c) Committee Decisions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or withrespect to the Plan or any Award shall be within the sole and plenary discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all Persons,including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award and any stockholder. (d) Indemnification. No member of the Board, the Committee or any employee or agent of the Company (each such person, a “Covered Person”) shall be liable forany action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award hereunder. Each Covered Person shall be indemnified and heldharmless by the Company against and from (i) any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connectionwith or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken oromitted to be taken under the Plan or any Award Agreement and (ii) any and all amounts paid by such Covered Person, with the Company’s approval, in settlement thereof, or paid bysuch Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person; provided that the Company shall have the right, at its ownexpense, to assume and defend any such action, suit or proceeding, and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control oversuch defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdictionin a final judgment or other final adjudication, in either case not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnificationclaim resulted from such Covered Person’s bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’sAmended and Restated Articles of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which CoveredPersons may be entitled under the Company’s Amended and Restated Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that the Company mayhave to indemnify such persons or hold them harmless. 5(e) Delegation of Authority to Executive Officers. The Committee may delegate, on such terms and conditions as it determines in its sole and plenary discretion,to one or more executive officers of the Company the authority to make grants of Awards to officers (other than executive officers), employees, consultants and independent contractorsof the Company and its Affiliates (including any prospective officer, employee, consultant or independent contractor). (f) Awards to Independent Directors. Notwithstanding anything to the contrary contained herein, the Board may, in its sole and plenary discretion, at any timeand from time to time, grant Awards to Independent Directors and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority andresponsibility granted to the Committee herein. SECTION 4. Shares Available for Awards. (a) Shares Available. Subject to adjustment as provided in Section 4(b), (i) the aggregate number of Shares that may bedelivered pursuant to Awards granted under the Plan shall be 3,000,000. If, after the effective date of the Plan, any Award granted under the Plan is forfeited, or otherwise expires,terminates or is canceled without the delivery of Shares, then the Shares covered by such forfeited, expired, terminated or canceled Award shall again become available to be deliveredpursuant to Awards under the Plan. If Shares issued upon exercise, vesting or settlement of an Award, or Shares owned by a Participant (which are not subject to any pledge or othersecurity interest and which have been owned by the Participant for at least six months), are surrendered or tendered to the Company in payment of the Exercise Price of an Option or anytaxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions of the Plan and any applicable Award Agreement, such surrendered ortendered Shares shall again become available to be delivered pursuant to Awards under the Plan; provided, however, that in no event shall such Shares increase the number of Sharesthat may be delivered pursuant to Incentive Stock Options granted under the Plan. (b) Adjustments for Changes in Capitalization and Similar Events. In the event that the Committee determines that any dividend or other distribution (whether inthe form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,statutory share exchange, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of theCompany, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee in its discretion to be appropriate or desirable, thenthe Committee shall, (i) in such manner as it may deem appropriate or desirable, adjust any or all of (A) the number of Shares or other securities of the Company (or number and kind ofother securities or property) with respect to which Awards may be granted, including (1) the aggregate number of Shares that may be delivered pursuant to Awards granted under thePlan as provided in Section 4(a) and (2) the maximum number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to whichAwards may be granted to any Participant in any fiscal year of the Company and (B) the terms of any outstanding Award, including (1) the number of Shares or other securities of theCompany (or number and kind of other securities or property) subject to outstanding Awards or to which outstanding Awards relate and (2) the Exercise Price with respect to any Optionor (ii) if deemed appropriate or desirable, make provision for a cash payment to the holder of any outstanding Award in consideration for the cancelation of such Award, including, in thecase of an outstanding Option, a cash payment to the holder of such Option in consideration for the cancelation of such Option in an amount equal to the excess, if any, of the FairMarket Value (as of a date specified by the Committee) of the Shares subject to such Option over the aggregate Exercise Price of such Option (it being understood that, in such event,any Option having a per Share Exercise Price equal to, or in excess of, the Fair Market Value of a Share subject to such Option may be canceled and terminated without any payment orconsideration therefor). 6(c) Substitute Awards. Awards may, in the discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awardspreviously granted by the Company or any of its Affiliates or a company acquired by the Company or with which the Company combines (“Substitute Awards”). The number of Sharesunderlying any Substitute Awards shall be counted against the aggregate number of Shares available for Awards under the Plan; provided, however, that Substitute Awards issued inconnection with the assumption of, or in substitution for, outstanding awards previously granted by an entity that is acquired by the Company or any of its Affiliates through a merger,acquisition, consolidation, statutory share exchange or similar form of corporate transaction shall not be counted against the aggregate number of Shares available for Awards under thePlan; provided further, however, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding stock options intended to qualify for special taxtreatment under Sections 421 and 422 of the Code that were previously granted by an entity that is acquired by the Company or any of its Affiliates through a merger or acquisition shallbe counted against the aggregate number of Shares available for Incentive Stock Options under the Plan. (d) Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Sharesor of treasury Shares. SECTION 5. Eligibility. Any director, officer, employee, consultant or independent contractor (including any prospective director, officer, employee, consultant orindependent contractor) of the Company or any of its Affiliates shall be eligible to be designated a Participant. SECTION 6. Awards. (a) Types of Awards. Awards may be made under the Plan in the form of (i) Options, (ii) Restricted Shares, (iii) RSUs, (iv) Cash IncentiveAwards and (v) other equity-based or equity-related Awards that the Committee determines are consistent with the purposes of the Plan and the interests of the Company. No IncentiveStock Option (other than an Incentive Stock Option that may be assumed or issued by the Company in connection with a transaction to which Section 424(a) of the Code applies) may begranted to a person who is ineligible to receive an Incentive Stock Option under the Code. 7(b) Options. (i) Grant. Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine the Participants to whom Optionsshall be granted, the number of Shares to be covered by each Option, whether the Option will be an Incentive Stock Option or a Nonqualified Stock Option and the conditions andlimitations applicable to the vesting and exercise of the Option. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with suchrules as may be prescribed by Section 422 of the Code and any regulations related thereto, as may be amended from time to time. All Options granted under the Plan shall beNonqualified Stock Options unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. If an Option is intended to be anIncentive Stock Option, and if for any reason such Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, suchOption (or portion thereof) shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan. (ii) Exercise Price. Except as otherwise established by the Committee at the time an Option is granted and set forth in the applicable Award Agreement, theExercise Price of each Share covered by an Option shall be not less than 100% of the Fair Market Value of such Share (determined as of the date the Option is granted);provided, however, that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns stock representing more than 10%of the voting power of all classes of stock of the Company or any Affiliate, the Exercise Price of each Share covered by such Incentive Stock Option shall be no less than 110%of the Fair Market Value of such Share on the date of the grant. (iii) Vesting and Exercise. Each Option shall be vested and exercisable at such times, in such manner and subject to such terms and conditions as the Committeemay, in its sole and plenary discretion, specify in the applicable Award Agreement or thereafter. Except as otherwise specified by the Committee in the applicable AwardAgreement, an Option may only be exercised to the extent that it has already vested at the time of exercise. Except as otherwise specified by the Committee in the applicableAward Agreement, each Option shall become vested and exercisable with respect to one-third of the Shares subject to such Option on each of the first three anniversaries of thedate of grant. An Option shall be deemed to be exercised when written or electronic notice of such exercise has been given to the Company in accordance with the terms of theapplicable Award Agreement by the person entitled to exercise the Option and full payment pursuant to Section 6(b)(iv) for the Shares with respect to which the Option isexercised has been received by the Company. Exercise of an Option in any manner shall result in a decrease in the number of Shares that thereafter may be available forpurchase under the Option and, except as expressly set forth in Section 4(c), in the number of Shares that may be available for purposes of the Plan, by the number of Shares asto which the Option is exercised. The Committee may impose such conditions with respect to the exercise of Options, including, without limitation, any relating to theapplication of applicable securities laws, as it may deem necessary or advisable. 8(iv) Payment and Tax Withholding. (A) No Shares shall be delivered pursuant to any exercise of an Option until payment in full of the aggregate Exercise Pricetherefor is received by the Company, and the Participant has paid to the Company an amount equal to any applicable income, employment or other taxes required to bewithheld. Such payments may be made in cash (or its equivalent) or, in the Committee’s sole and plenary discretion, (1) by delivering Shares owned by the Participant (whichare not the subject of any pledge or other security interest and which have been owned by such Participant for at least six months) or (2) if there shall be a public market for theShares at such time, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell all or a portion of the Sharesotherwise deliverable upon the exercise of the Option and to deliver promptly the cash proceeds of such sale to the Company, or by a combination of the foregoing; providedthat the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so delivered to the Company as of the date of such delivery is at leastequal to such aggregate Exercise Price and the amount of any such taxes. (B) Wherever in the Plan or any Award Agreement a Participant is permitted to pay the Exercise Price of an Option or taxes relating to the exercise of an Option bydelivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares,in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option. (v) Termination of Employment. Except as otherwise set forth in the applicable Award Agreement, (A) if the Participant’s employment or service as a director,officer, employee, consultant or independent contractor of the Company or one of its Affiliates terminates for any reason other than by reason of death or Disability, (1) anyOption that has not become vested prior to the date of such termination shall immediately be forfeited and the Participant will be entitled to no further payment or benefits withrespect thereto and (2) the vested portion of any Option held by the Participant shall remain exercisable for a period of 90 days following such termination, but in no event laterthan the tenth anniversary of the date such Option is granted, (B) if the Participant’s employment or service as a director, officer, employee, consultant or independentcontractor of the Company or one of its Affiliates terminates by reason of death or Disability, (1) any Option that has not become vested prior to the date of such terminationshall become immediately vested and exercisable and shall remain exercisable for a period of one year following such termination, but in no event later than the tenthanniversary of the date such Option is granted, and (2) the vested portion of any Option held by the Participant shall remain exercisable for a period of one year following suchtermination, but in no event later than the tenth anniversary of the date such Option is granted. In no event may an Option be exercisable after the tenth anniversary of the datethe Option is granted. 9(c) Restricted Shares and RSUs. (i) Grant. Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine the Participantsto whom Restricted Shares and RSUs shall be granted, the number of Restricted Shares and RSUs to be granted to each Participant, the duration of the period during which, and theconditions, if any, under which, the Restricted Shares and RSUs may vest or may be forfeited to the Company and the other terms and conditions of such Awards. (ii) Transfer Restrictions. Restricted Shares and RSUs may not be sold, assigned, transferred, pledged or otherwise encumbered except as provided in the Plan oras may be provided in the applicable Award Agreement; provided, however, that the Committee may in its discretion determine that Restricted Shares and RSUs may betransferred by the Participant. Certificates representing Restricted Shares shall bear a restrictive legend to the effect that ownership of Restricted Shares, and the enjoyment ofall rights appurtenant thereto, are subject to the restrictions, terms and conditions provided in the Plan and the applicable Award Agreement. Certificates issued in respect ofRestricted Shares shall be registered in the name of the Participant and deposited by such Participant, together with a stock power endorsed in blank, with the Company or suchother custodian as may be designated by the Committee or the Company, and shall be held by the Company or other custodian, as applicable, until such time as the restrictionsapplicable to such Restricted Shares lapse. Upon the lapse of the restrictions applicable to such Restricted Shares, all legends shall be removed from said certificates, except asotherwise required by applicable law or other limitations imposed by the Committee, and the Company or other custodian, as applicable, shall deliver such certificates to theParticipant or the Participant’s legal representative. Notwithstanding the foregoing, actual certificates shall not be issued to the extent that book entry record keeping is used. (iii) Payment/Lapse of Restrictions. RSUs shall be paid in cash, Shares, other securities, other Awards or other property, as determined in the sole and plenarydiscretion of the Committee, upon the lapse of restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement. Except as otherwise specifiedby the Committee in the Award Agreement, restrictions applicable to awards of Restricted Shares shall lapse and such Restricted Shares shall become vested with respect toone-fourth of such Restricted Shares on each of the first four anniversaries of the date of grant. (iv) Tax Withholding. Upon the vesting of an award of Restricted Shares (or, to the extent applicable, upon the vesting of an award of RSUs), or upon making anelection under Section 83(b) of the Code as provided in Section 9(h), the Company may require Participants to pay the amount (in cash or its equivalent) of any applicableincome, employment or other taxes required to be withheld. In the Committee’s sole and plenary discretion, such payment may be made by delivering Shares owned by theParticipant (which are not the subject of any pledge or other security interest and which have been owned by such Participant for at least six months); provided that thecombined value of all cash and cash equivalents and the Fair Market Value of any such Shares so delivered to the Company as of the date of such delivery is at least equal tothe amount of any such taxes required. 10(v) Termination of Employment. Except as otherwise set forth in the applicable Award Agreement, (A) if the Participant’s employment or service as a director,officer, employee, consultant or independent contractor of the Company or one of its Affiliates terminates for any reason other than by reason of death or Disability, anyRestricted Shares and RSUs that have not become vested prior to the date of such termination shall immediately be forfeited and the Participant will be entitled to no furtherpayment or benefits with respect thereto and (B) if the Participant’s employment or service as a director, officer, employee, consultant or independent contractor of the Companyor one of its Affiliates terminates by reason of death or Disability, all restrictions applicable to awards of Restricted Shares and RSUs that have not become vested prior to thedate of such termination shall lapse and such Restricted Shares and RSUs shall become immediately vested. (d) Cash Incentive Awards. Subject to the provisions of the Plan, the Committee shall have the sole and plenary authority to grant Awards that will entitleParticipants to receive an amount in cash upon the attainment of one or more individual, business or other performance goals or other similar criteria (“Cash Incentive Awards”). TheCommittee shall establish Cash Incentive Award levels to determine the amount of a Cash Incentive Award payable upon the attainment of such goals or criteria as determined by theCommittee. (e) Other Stock-Based Awards. Subject to the provisions of the Plan, the Committee shall have the sole and plenary authority to grant to Participants otherequity-based or equity-related Awards (including, but not limited to, fully-vested Shares) in such amounts and subject to such terms and conditions as the Committee shall determine,provided that any such Awards must comply, to the extent deemed desirable by the Committee, with applicable law. (f) Dividend Equivalents. In the sole and plenary discretion of the Committee, an Award, other than an Option or a Cash Incentive Award, may provide theParticipant with dividends or dividend equivalents, payable in cash, Shares, other securities, other Awards or other property, on a current or deferred basis, on such terms and conditionsas may be determined by the Committee in its sole and plenary discretion, including, without limitation, payment directly to the Participant, withholding of such amounts by the Companysubject to vesting of the Award or reinvestment in additional Shares, Restricted Shares or other Awards. 11SECTION 7. Amendment and Termination. (a) Amendments to the Plan. Subject to any applicable law or regulation and the rules of the NYSE, the Plan may beamended, modified or terminated by the Board without the approval of the stockholders of the Company, except that stockholder approval shall be required for any amendment thatwould (i) increase the maximum number of Shares for which Awards may be granted under the Plan or increase the maximum number of Shares that may be delivered pursuant toIncentive Stock Options granted under the Plan; provided, however, that any adjustment under Section 4(b) shall not be treated as an increase for purposes of this Section 7(a) or (ii)change the class of individuals eligible to participate in the Plan. Except as otherwise provided herein, no amendment, modification or termination of the Plan may, without the consent ofthe Participant to whom any Award shall theretofore have been granted, materially and adversely affect the rights of such Participant (or his or her transferee) under such Award, unlessotherwise provided by the Committee in the applicable Award Agreement. (b) Amendments to Awards. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate anyAward theretofore granted, prospectively or retroactively; provided, however, that, unless otherwise provided in the Plan or by the Committee in the applicable Award Agreement, anysuch waiver, amendment, alteration, suspension, discontinuance, cancelation or termination that would materially and adversely impair the rights of any Participant or any holder orbeneficiary of any Award theretofore granted shall not to that extent be effective without the consent of such Participant, holder or beneficiary. (c) Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee shall be entitled to make adjustments in the termsand conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4(b) hereof or theoccurrence of a Change of Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable rules, rulings,regulations or other requirements of any governmental body or securities exchange, accounting principles or law (i) whenever the Committee, in its sole and plenary discretion,determines that such adjustments are appropriate or desirable, including, without limitation, providing for a substitution or assumption of Awards, accelerating the exercisability of, lapseof restrictions on, or termination of, Awards or providing for a period of time for exercise prior to the occurrence of such event and (ii) if deemed appropriate or desirable by theCommittee, in its sole and plenary discretion, by providing for a cash payment to the holder of an Award in consideration for the cancelation of such Award, including, in the case of anoutstanding Option, a cash payment to the holder of such Option in consideration for the cancelation of such Option in an amount equal to the excess, if any, of the Fair Market Value (asof a date specified by the Committee) of the Shares subject to such Option over the aggregate Exercise Price of such Option (it being understood that, in such event, any Option havinga per Share Exercise Price equal to, or in excess of, the Fair Market Value of a Share subject to such Option may be canceled and terminated without any payment or considerationtherefor). 12SECTION 8. Change of Control. Except as otherwise provided in the applicable Award Agreement, in the event of a Change of Control after the date of theadoption of the Plan, unless provision is made in connection with the Change of Control for (a) assumption of Awards previously granted or (b) substitution for such Awards of newawards covering stock of a successor corporation or its “parent corporation” (as defined in Section 424(e) of the Code) or “subsidiary corporation” (as defined in Section 424(f) of theCode) with appropriate adjustments as to the number and kinds of property subject to such Awards and the Exercise Price and other terms and conditions of such Awards, as applicable,(i) any outstanding Options that are unexercisable or otherwise unvested shall automatically be deemed exercisable or otherwise vested, as the case may be, as of immediately prior tosuch Change of Control and the holders thereof shall be provided a reasonable opportunity to exercise such Options prior to the Change of Control, (ii) any outstanding RestrictedShares that are still subject to restrictions or forfeiture shall automatically be deemed vested and all restrictions and forfeiture provisions related thereto shall lapse as of immediatelyprior to such Change of Control, (iii) all Cash Incentive Awards shall be paid out as if the date of the Change of Control were the last day of the applicable performance or similarmeasurement period and “target” performance levels or similar criterion had been attained and (iv) all outstanding Awards other than Options, Restricted Shares and Cash IncentiveAwards that are unexercisable, unvested or still subject to restrictions or forfeiture, shall automatically be deemed exercisable or vested and all restrictions and forfeiture provisionsrelated thereto shall lapse as of immediately prior to such Change of Control and the holders thereof shall be provided reasonable opportunity to exercise such Awards prior to theChange of Control, as applicable. SECTION 9. General Provisions. (a) Nontransferability. Except as otherwise specified in the applicable Award Agreement, during each Participant’s lifetime eachAward (and any rights and obligations thereunder) shall be exercisable only by the Participant, or, if permissible under applicable law, by the Participant’s legal guardian orrepresentative, and no Award (or any rights and obligations thereunder) may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participantotherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void andunenforceable against the Company or any Affiliate; provided that (i) the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer orencumbrance and (ii) the Board or the Committee may permit further transferability, on a general or specific basis, and may impose conditions and limitations on any permittedtransferability; provided, however, that Incentive Stock Options granted under the Plan shall not be transferable in any way that would violate Section 1.422-2(a)(2) of the TreasuryRegulations. All terms and conditions of the Plan and all Award Agreements shall be binding upon any permitted successors and assigns. (b) No Rights to Awards. No Participant or other Person shall have any right or claim to be granted any Award, and there is no obligation for uniformity oftreatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto neednot be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. 13(c) Share Certificates. All certificates for Shares or other securities of the Company or any Affiliate delivered under the Plan pursuant to any Award or the exercisethereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement or the rules,regulations and other requirements of the SEC, the NYSE or any other stock exchange or quotation system upon which such Shares or other securities are then listed or reported and anyapplicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. (d) Tax Withholding. A Participant may be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is herebyauthorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant, theamount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding or deduction for income, employment or other taxes in respect of an Award, itsexercise or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy allobligations for the payment of such taxes. (e) Award Agreements. Each Award hereunder shall be evidenced by an Award Agreement, which shall be delivered to the Participant and shall specify the termsand conditions of the Award and any rules applicable thereto, including, but not limited to, the effect on such Award of the death, disability or termination of employment or service of aParticipant and the effect, if any, of such other events as may be determined by the Committee. (f) No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing ineffect other compensation arrangements, which may, but need not, provide for the grant of options, restricted stock, shares and other types of equity-based awards, and sucharrangements may be either generally applicable or applicable only in specific cases. (g) No Right to Employment or Service. The grant of an Award shall not be construed as giving a Participant the right to be retained as a director, officer,employee, consultant or independent contractor of or to the Company or any Affiliate, nor shall it be construed as giving a Participant any rights to continued service on the Board. Further, the Company or an Affiliate may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan,unless otherwise expressly provided in the Plan or in any Award Agreement. (h) No Rights as Stockholder. No Participant or holder or beneficiary of any Award shall have any rights as a stockholder with respect to any Shares to bedistributed under the Plan until he or she has become the holder of such Shares. In connection with each grant of Restricted Shares, except as provided in the applicable AwardAgreement, the Participant shall not be entitled to the rights of a stockholder in respect of such Restricted Shares. Except as otherwise provided in Section 4(b), Section 7(c) or theapplicable Award Agreement, no adjustments shall be made for dividends or distributions on (whether ordinary or extraordinary, and whether in cash, Shares, other securities or otherproperty), or other events relating to, Shares subject to an Award for which the record date is prior to the date such Shares are delivered. 14(i) Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement shall bedetermined in accordance with the laws of the Islands of Jersey, without giving effect to the conflict of laws provisions thereof. (j) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any Personor Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to theapplicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provisionshall be construed or deemed stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. (k) Other Laws. The Committee may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole and plenary discretion, itdetermines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation, and any payment tendered to the Company by aParticipant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary. Without limiting thegenerality of the foregoing, no Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until theCommittee in its sole and plenary discretion has determined that any such offer, if made, would be in compliance with all applicable requirements of the U.S. Federal and any otherapplicable securities laws. (l) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationshipbetween the Company or any Affiliate, on one hand, and a Participant or any other Person, on the other. To the extent that any Person acquires a right to receive payments from theCompany or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate. (m) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash,other securities or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated orotherwise eliminated. 15(n) Requirement of Consent and Notification of Election Under Section 83(b) of the Code or Similar Provision. No election under Section 83(b) of the Code (toinclude in gross income in the year of transfer the amounts specified in Section 83(b) of the Code) or under a similar provision of law may be made unless expressly permitted by theterms of the applicable Award Agreement or by action of the Committee in writing prior to the making of such election. If an Award recipient, in connection with the acquisition of Sharesunder the Plan or otherwise, is expressly permitted under the terms of the applicable Award Agreement or by such Committee action to make such an election and the Participant makesthe election, the Participant shall notify the Committee of such election within ten days of filing notice of the election with the IRS or other governmental authority, in addition to anyfiling and notification required pursuant to regulations issued under Section 83(b) of the Code or other applicable provision. (o) Requirement of Notification Upon Disqualifying Disposition Under Section 421(b) of the Code. If any Participant shall make any disposition of Sharesdelivered pursuant to the exercise of an Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions) or anysuccessor provision of the Code, such Participant shall notify the Company of such disposition within ten days of such disposition. (p) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemedin any way material or relevant to the construction or interpretation of the Plan or any provision thereof. SECTION 10. Term of the Plan. (a) Effective Date. The Plan shall be effective as of the date of its adoption by the Board; provided, however, that no IncentiveStock Options may be granted under the Plan unless it is approved by the Company’s stockholders within twelve (12) months before or after the date the Plan is adopted. (b) Expiration Date. No Award shall be granted under the Plan after the third anniversary of the date the Plan is approved under Section 10(a). Unless otherwiseexpressly provided in the Plan or in an applicable Award Agreement, any Award granted hereunder on or prior to such third anniversary may, and the authority of the Board or theCommittee to amend, alter, adjust, suspend, discontinue or terminate any such Award or to waive any conditions or rights under any such Award shall, nevertheless continue thereafterpursuant to the terms of the Plan and the applicable Award Agreement. 16Exhibit 8.1Subsidiaries of DHT Holdings, Inc.The following is a list of the subsidiaries of DHT Holdings, Inc. as of December 31, 2022, excluding certain subsidiaries that, if considered in the aggregate, would not constitute asignificant subsidiary as defined in Rule 1-02(w) of Regulation S-X as of December 31, 2022.Name JurisdictionDHT Bauhinia, Inc. Marshall IslandsDHT Bronco, Inc. Marshall IslandsDHT Chartering (Singapore) Pte. Ltd. SingaporeDHT Colt, Inc. Marshall IslandsDHT Edelweiss, Inc. Marshall IslandsDHT Falcon, Inc. Marshall IslandsDHT Harrier Inc. Marshall IslandsDHT Hawk, Inc. Marshall IslandsDHT Jaguar Limited Marshall IslandsDHT Leopard Limited Marshall IslandsDHT Lion Limited Marshall IslandsDHT Lotus, Inc. Marshall IslandsDHT Management AS NorwayDHT Management S.A.M. MonacoDHT Mustang, Inc. Marshall IslandsDHT Opal, Inc. Marshall IslandsDHT Osprey Inc. Marshall IslandsDHT Panther Limited Marshall IslandsDHT Peony, Inc. Marshall IslandsDHT Puma Limited Marshall IslandsDHT Ship Management (Singapore) Pte. Ltd. SingaporeDHT Stallion, Inc. Marshall IslandsDHT Tiger Limited Marshall IslandsGoodwood Ship Management Pte. Ltd. SingaporeSamco Delta Ltd. Cayman IslandsSamco Epsilon Ltd. Cayman IslandsSamco Eta Ltd. Cayman IslandsSamco Gamma Ltd. Cayman IslandsSamco Iota Ltd. Cayman IslandsSamco Kappa Ltd. Cayman IslandsSamco Theta Ltd. Cayman IslandsExhibit 12.1CERTIFICATION OFCHIEF EXECUTIVE OFFICERI, Svein Moxnes Harfjeld, certify that:1.I have reviewed this annual report on Form 20-F of DHT Holdings, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the company as of, and for, the periods presented in this report;4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that materialinformation relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which thisreport is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptedaccounting principles;(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that hasmaterially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and theaudit committee of the company’s board of directors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect thecompany’s ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.Date: March 23, 2023 by/s/ Svein Moxnes Harfjeld Name:Svein Moxnes Harfjeld Title:President & Chief Executive Officer (Principal Executive Officer)Exhibit 12.2CERTIFICATION OFCHIEF FINANCIAL OFFICERI, Laila C. Halvorsen, certify that:1.I have reviewed this annual report on Form 20-F of DHT Holdings, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the company as of, and for, the periods presented in this report;4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that materialinformation relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which thisreport is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptedaccounting principles;(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that hasmaterially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and theaudit committee of the company’s board of directors (or persons performing the equivalent functions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect thecompany’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.Date: March 23, 2023 by /s/ Laila C. Halvorsen Name:Laila C. Halvorsen Title:Chief Financial Officer (Principal Financial and Accounting Officer)Exhibit 13.1CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the annual report on Form 20-F of DHT Holdings, Inc. (the “registrant”), for the year ending December 31, 2022, as filed with the Securities and Exchange Commissionon the date hereof (the “report”), each of the undersigned officers of the registrant hereby certifies, pursuant to 18 U.S.C.§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to such officer’s knowledge:(a)The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(b)The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.Date: March 23, 2023 by /s/ Svein Moxnes Harfjeld Name:Svein Moxnes Harfjeld Title:President & Chief Executive Officer(Principal Executive Officer) by /s/ Laila C. Halvorsen Name:Laila C. Halvorsen Title:Chief Financial Officer(Principal Financial and Accounting Officer)Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: (1)Registration Statement (Form F-3 No. 333-239430) of DHT Holdings, Inc., (2)Registration Statement (Form S-8 No. 333-234062) pertaining to the 2019 Incentive Compensation Plan of DHT Holdings, Inc., and (3)Registration Statement (Form S-8 No. 333-213686) pertaining to the 2016 Incentive Compensation Plan of DHT Holdings, Inc.; of our reports dated March 23, 2023, with respect to the consolidated financial statements of DHT Holdings, Inc. and the effectiveness of internal control over financial reporting of DHTHoldings, Inc. included in this Annual Report (Form 20-F) of DHT Holdings, Inc. for the year ended December 31, 2022. /s/ Ernst & Young AS Oslo, Norway March 23, 2023 Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-239430 on Form F-3 and Registration Statement Nos. 333-234062 and 333-213686 on Form S-8 of ourreport dated March 22, 2021, relating to the financial statements of DHT Holdings, Inc. appearing in this Annual Report on Form 20-F for the year ended December 31, 2022. /s/ Deloitte AS Oslo, Norway March 23, 2023

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