DHT Annual Report 2023 | 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, 2023 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. 160,999,542 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 (or for such shorterperiod 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 this chapter) during thepreceding 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 accelerated filer”, “acceleratedfiler”, 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 extended transition period forcomplying 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 after April 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 reporting under Section 404(b) ofthe 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 an error to previouslyissued 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’s executive officersduring 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 EMPLOYEES47 ITEM 7.MAJOR STOCKHOLDERS AND RELATED PARTY TRANSACTIONS52 ITEM 8.FINANCIAL INFORMATION56 ITEM 9.THE OFFER AND LISTING57 ITEM 10.ADDITIONAL INFORMATION57 ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK73 ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES73 PART II74 ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES74 ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS74 ITEM 15.CONTROLS AND PROCEDURES74 ITEM 16.RESERVED75 ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT75 ITEM 16B.CODE OF ETHICS75 ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES75 ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES76 ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS76 ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT76 ITEM 16G.CORPORATE GOVERNANCE76 ITEM 16H.MINE SAFETY DISCLOSURE77 ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS77 ITEM 16J.INSIDER TRADING POLICIES77 ITEM 16K.CYBERSECURITY77 PART III78 ITEM 17.FINANCIAL STATEMENTS78 ITEM 18.FINANCIAL STATEMENTS78 ITEM 19.EXHIBITS78iTable 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 DHT Holdings, Inc. “commonstock” are to our common registered shares. All references in this report to “DHT Maritime” or “Maritime” refer to DHT Maritime, Inc., which was a wholly owned subsidiary of DHT Holdings until beingdissolved in November 2018. Our functional currency is the U.S. dollar. Most of our revenues and operating costs are in U.S. dollars. All references 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 Accounting Standards 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 vessel operating 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. classificationsocietyAn 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 the applicable rules andregulations of the country in which the vessel is registered, as well as the international conventions which that country has ratified. A vessel that receives its certification is referred toas 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 to be carried outperiodically, certain mandatory classification society inspections are carried out and relevant certifications issued. Drydockings are generally required once every 30 to 60 months. dwtDeadweight tons, which refers to the total carrying capacity of a vessel by weight. EGCSEGCS 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 engine exhaust gas emissions.1Table of ContentshullShell 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 the environment andprotect 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 the new limit orcontinue 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 by mass) — a significantreduction 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, whether planned 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 petroleum policies of its membercountries. 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 insurance protection against afinancial 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 require a vessel to bedrydocked. 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 including crude oil, refinedpetroleum 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 expressed in $/day and isgenerally calculated by subtracting voyage expenses, including bunker and port charges, from voyage revenue and dividing the net amount (time charter equivalent revenues) by theround-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, the customer decides thetype and quantity of cargo to be carried and the ports of loading and unloading. The customer pays the voyage expenses such as fuel, canal tolls, and port charges. The shipownerpays 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 andmaintenance costs. Vessel operating expenses exclude fuel and port charges, which are known as “voyage expenses.” For a time charter, the shipowner 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 270,000 to 320,000 dwt. Modern VLCCs can generally transport two million barrels or moreof crude oil. These vessels are mainly used on the longest (long haul) routes from the Arabian Gulf to North America, Europe, and Asia, and from West Africa and South America tothe 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 for paying both shipoperating expenses and voyage expenses. Typically, the customer is responsible for any delay at the loading or discharging ports. The shipowner is paid freight on the basis of thecargo 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 of 1995. This reportcontains certain forward-looking statements and information relating to us that are based on beliefs of our management as well as assumptions made by us and information currently available to us, inparticular under the headings “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects.” When used in this report, words such as “believe,” “intend,”“anticipate,” “estimate,” “project,” “forecast,” “plan,” “potential,” “will,” “may,” “should,” “could,” “expect” and similar expressions are intended to identify forward-looking statements but are not theexclusive means of identifying such statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given theseuncertainties, you should not place undue reliance on these forward-looking statements. We discuss many 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 statementsrepresent our estimates and assumptions only as of the date 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 arenot 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 purchase emissions allowances and settle carbon taxes in relation to our transportation services, such as the EU ETS and FuelEU Maritime;•fluctuations in currencies and interest rates;•changes in production of or demand for oil and petroleum products, either globally or in particular regions;•the severity and duration of any new outbreaks or new variants of COVID-19 that may emerge;•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 vessels currently on order,or the useful lives of our vessels;•the availability of key employees and seafarers, 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 in recent years;•delays and cost overruns in construction projects;4Table of Contents•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 of Financial Conditionand 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 bylaw. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur, and our actual results could differ materially from those anticipated in theseforward-looking statements. Further, we cannot assess the impact of each such factor on our business or to the extent to which any factor, or combination of factors, may cause actual results to bematerially different from those contained in any forward-looking statement.5Table of ContentsPART IITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS Not applicable.ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.ITEM 3.KEY INFORMATION A.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, the market price of ourcommon 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 oil demand and demandfor our vessels, which could adversely affect our results of operations, financial condition and cash flows, and could cause the market price of our common stock 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 corporate or ship-specific covenants, including as a result of declining vessel values, or are unable to meet our debt obligations under the secured credit facilities,our lenders could declare their debt to be immediately due and payable and foreclose on our vessels.Risks 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 our earnings,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.6Table of Contents•Adverse conditions and disruptions in global economies could have a material adverse effect on our business.•Compliance with environmental laws, regulations or carbon tax regimes and emissions regulation schemes, as well as increasing focus on sustainability and other environmental, social andgovernance matters, may adversely affect our 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 Norwegian withholding taxes.•Recently enacted income tax laws in Bermuda may adversely affect our business, financial condition or results of operation.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 oil demand and demand forour vessels, which could adversely affect our results of operations, financial condition and cash flows, and could cause the market price of our common stock to 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 in the global financialmarkets. While we have seen improvement in the health of financial institutions and the willingness of financial institutions to extend credit to companies in the shipping industry, there is no guarantee thatcredit will be available to us going forward. As the shipping industry is highly dependent on the availability of credit to finance and expand operations, we may be adversely affected by a decline in theglobal credit and financial markets.There is still considerable instability in the world economy that could initiate a new economic downturn. The current macroeconomic environment is characterized by inflation, causing the U.S. FederalReserve and other central banks to increase interest rates in response. Inflation and rising interest rates may raise the cost of capital, increase our operating costs and generally reduce economic growth,disrupting global trade, oil demand and shipping. Concerns over inflation, rising interest rates, energy costs, geopolitical issues, including acts of war and the availability and cost of credit, as well as apotential resurgence of COVID-19, have contributed to increased volatility and diminished expectations for the economy and the markets going forward. Further, these factors, combined with volatile oilprices and declining business and consumer confidence, have precipitated fears of a possible economic recession and a tightening in the credit markets, low levels of liquidity in financial markets andvolatility in credit and equity markets. Furthermore, a renewal of the financial crisis that affected the banking system and the financial markets may adversely impact our business and financial condition inways that we cannot predict. In addition, the uncertainty about current and future global economic conditions caused by a renewed financial crisis may cause our customers to defer projects in responseto tighter credit, decreased cash availability and declining confidence, 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 of dividends.As of December 31, 2023, five of our vessels are currently on time charters with three different charterers. At the expiry of these charters, we may not be able to re-charter our vessels on terms similar to theterms 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 we receive lower charter rates underreplacement charters or are unable to re-charter our vessels, the amounts that we have available, if any, to pay distributions to our stockholders may be reduced 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, financial position and cashavailable for the payment of dividends.As of December 31, 2023, five of our 24 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 andwillingness 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, among other things, general economicconditions, the overall financial condition of the charterer and various expenses. 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.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 primarily depend on:•identifying and acquiring vessels, fleets of vessels or companies owning vessels, contracting to build new vessels or entering into joint ventures that meet our requirements, including, but notlimited to, price, specification and technical condition;•consummating acquisitions of vessels, fleets of vessels or companies owning vessels, contracting to build new 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 or insufficient to coverpotential losses and the difficulties associated with imposing common standards, controls, procedures and policies, obtaining additional qualified personnel, managing relationships with customers andintegrating newly acquired assets and operations into existing infrastructure. We cannot give any assurance that we will be successful in executing any growth plans or that we will not incur significantexpenses 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 Company for future yetunidentified investments. If we reduce the size of our fleet and subsequent future investments are delayed or are more costly than anticipated, our business, financial condition and results of operations, aswell as our cash flows, including cash available for dividends to our stockholders, could be materially adversely affected.Restrictive 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, our subsidiaries areparty to four secured credit facilities (the “secured credit facilities”), each secured by mortgages over certain vessels owned by our subsidiaries. The secured credit facilities impose certain operating andfinancial restrictions on us and our subsidiaries. These restrictions may limit our and our subsidiaries’ ability to, among other things: pay dividends, incur additional indebtedness, change the managementof vessels, permit liens on their assets, sell vessels, merge or consolidate with, or transfer all or substantially all of their assets to, another person, enter into certain types of charters and enter into a line ofbusiness.8Table of ContentsTherefore, 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 be different from oursand we cannot guarantee that we will be able to obtain their permission when needed.If we fail to comply with certain corporate or ship-specific 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.Our obligations under the secured credit facilities include financial and operating covenants, both corporate and ship-specific, including requirements to maintain specified “value-to-loan” ratios. Ourcredit facilities generally 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 decline meaningfully fromcurrent 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 their debt, together withaccrued interest and fees, to be immediately due and payable and foreclose on those of our vessels securing the applicable facility, which could result in the acceleration of other indebtedness we mayhave 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 obligations thereunder could cause usto 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 will depend on a numberof factors that are beyond our control and may include, among other things, general economic conditions, the overall financial condition of the counterparty and various expenses. Should ourcounterparties fail to honor their obligations under our future newbuilding agreements, we could sustain significant losses that could have a material adverse 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 newbuilding agreements, we may lose all or part of our advance deposits in thenewbuildings, which could have a material adverse effect on our results of operations, financial condition and cash flows.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 issue additional equitysecurities which could 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 able to do so on termsthat 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 the market value of our fleet, among otherthings, may materially affect our ability to obtain new debt financing. If we are unable to refinance our indebtedness, we may choose to issue securities or sell certain of our assets in order to satisfy ourdebt 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 our interest expense isaffected by changes in the general level of interest rates, particularly the Secured Overnight Finance Rate (“SOFR”). Between the start of 2022 to the end of 2023, SOFR increased from 0.05% to 5.38%.Significant increases in SOFR could materially adversely affect our operating results and financial condition as well as our cash flows, including cash available for dividends to our stockholders. While weoccasionally use interest rate swaps to partly reduce our exposure to interest rate risk and to hedge a portion of our outstanding indebtedness, there is no assurance that our derivative contracts willprovide adequate protection against adverse changes in interest rates or that our bank counterparties will be able to perform their obligations. For additional information, see “Item 5. Operating andFinancial Review and Prospects—Market Risks and Financial Risk Management” and “Item 11. Quantitative and Qualitative Disclosures About Market 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 allocate capital to maintainour 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 53%, 50% and 61% of our revenue in 2021, 2022 and 2023, respectively. The number of companies whichcomprise our client base may shrink in the future, which could render us dependent on establishing relationships with new customers to generate a substantial portion of our revenues. The cessation ofbusiness with these companies or their failure to fulfill their obligations under the charters for our vessels could have a material adverse effect on our business, financial condition and results ofoperations, as well as our cash flows, including cash available for dividends to our stockholders. Industry consolidations and alliances involving our customers could further increase the concentration ofour business and reduce our bargaining power.Our financial and operating performance has been and may be adversely affected by COVID-19 or an occurrence of another epidemic 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 any new outbreaks or new variants of COVID-19 or an occurrence of another epidemic that may emerge. The initial outbreak of COVID-19 introduceduncertainty into global economic activity and, as such, our operational and financial activities. Failure to control the spread of COVID-19 could significantly impact economic activity which could adverselyaffect our business, financial condition, and results of operations. The initial onset of COVID-19 resulted in numerous actions taken by governments and governmental agencies in an attempt to mitigatethe 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, wecannot predict whether and to what degree such measures will be reinstated in the event of any resurgence in COVID-19 or any new variants thereof.The occurrence or reoccurrence of any of the foregoing events or other epidemics, an increase in the severity or duration of epidemics and pandemics, including COVID-19, or a recession or marketcorrection resulting from the spread of COVID-19 or another virus 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 changing trading patterns orother 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 a vessel on such charter, this could have anadverse effect on our results of operations and our ability to pay dividends. As of December 31, 2023, we had one vessel on index-based charter for which the profit sharing element is calculated based onthe indexes.10Table of ContentsUnder the ship management agreements for our vessels, our operating costs could materially increase.The technical management for all our vessels is carried out by our subsidiary, Goodwood Ship Management Pte. Ltd. (“Goodwood”). Under our ship management agreements, we pay the actual costrelated to the technical management of our vessels, plus an additional management fee. The amounts that we have available, if any, to pay distributions to our stockholders could be impacted by changesin 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 be difficult to efficientlyemploy the vessel until such vetting approvals are in place. Most users of seaborne oil transportation services conduct inspection and assessment of vessels on request from owners and technicalmanagers. 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 itstechnical manager, it loses its approval status and must be re-inspected and re-assessed by such users of seaborne oil transportation services. Increasingly longer voyages in the VLCC trade could maketimely vetting inspections challenging 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 our subsidiaries and their abilityto 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 aclaim or other action by a third party, including a creditor, or by Cayman Islands, Marshall Islands or Singapore law which regulates the payment of dividends by companies. If we are unable to obtainfunds from our subsidiaries, we may not be able to pay dividends.Recently 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 17 of our vessel-owning subsidiaries are incorporated, theCayman Islands, where seven of our vessel-owning subsidiaries are incorporated; and Bermuda (together with the Marshall Islands and the Cayman Islands, collectively, “Economic SubstanceJurisdictions”), 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 (EconomicSubstance) Law, 2018 (the “Cayman Islands ESL”) and Bermuda enacted the Economic Substance Act 2018 (as amended) (the “Bermuda ESA” and, together with the Marshall Islands ESR and the CaymanIslands 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” to maintain a substantialeconomic presence in such Economic Substance Jurisdiction. The list of “relevant activities” includes, among other business activities, shipping business, headquarters business and holding companybusiness. The Company intends to comply with relevant Economic Substance Laws; however, it is difficult to predict the outcome of any review by the authorities as to whether we have correctlyinterpreted the requirements. Failure to comply with relevant Economic Substance Laws in each Economic Substance Jurisdiction may subject us to certain monetary penalties and, solely with respect tothe Marshall Islands ESR, revocation of the formation documents and dissolution of the applicable non-compliant Marshall Islands entity. Accordingly, any implementation of, or changes to, any of theEconomic Substance Laws that impact us could increase the complexity and costs of carrying on business in these jurisdictions, and thus could adversely affect our business, financial condition or resultsof operations.11Table of ContentsA 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 may result in lost revenuesand 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 to time, experiencedthreats to our data and systems, including malware and computer virus attacks, internet network scans, systems failures and disruptions. A cyberattack that bypasses our IT security systems, causing anIT security breach, could lead to a material disruption of our IT systems, adversely impact our daily operations and cause the loss of sensitive information, including our own proprietary information andthat of our customers, suppliers and employees. Such losses could harm our reputation and result in competitive disadvantages, litigation, regulatory enforcement actions, lost revenues, additional costsand liability. While we devote substantial resources to maintaining adequate levels of cybersecurity, 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/or capital expenditures.War, terrorism and geopolitical conflicts could be accompanied by cyberattacks against instruments of the government and/or cyberattacks on surrounding countries. It is possible that such attacks couldhave collateral effects on additional critical infrastructure and financial institutions globally, which could hinder our ability to conduct our business effectively and adversely impact our revenues. It isdifficult 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 factors outside of our control. Ifwe 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 loan covenants.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 may decrease. Our ability tocharter 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 vesselvalues result from changes in the supply and demand for tanker capacity and changes in the supply and demand for oil and oil products.Additionally, as of the date of this report, 19 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 thismarket 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 adversely affect the valuesof 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 of vessels;•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;12Table of Contents•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 15, 2024, the newbuilding orderbook forVLCC vessels equaled 5.0% of the existing trading fleet. This number is historically low, however, we cannot assure you that the orderbook will not increase further in proportion to the existing fleet. If thesupply of tanker capacity increases and the demand for tanker capacity does not increase correspondingly, charter rates could decline and the value of our vessels could be adversely affected.Political 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 may potentially result in ablockage of the Strait of Hormuz or a closure of the Suez Canal. Furthermore, the recent seizures and attacks on commercial vessels in the Red Sea, the Gulf of Aden, the Persian Gulf and the Arabian Seahave impacted seaborne trade as many companies have decided to reroute vessels to avoid the Suez Canal and the Red Sea. This has caused concerns of supply disruption. General trade tensionsbetween 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 ofretaliatory Chinese tariffs on U.S. goods. Despite a phase one trade deal being signed in January 2020, tensions continue to exist. The recent hostilities between Russia and Ukraine and between Israel andHamas, in addition to the sanctions announced by the United States and several European countries against Russia and any forthcoming sanctions may also adversely impact our business, given Russia’srole as a major global exporter of crude oil. Recent events in the Israel-Hamas conflict and the Red Sea Crisis have also created additional concerns for the stability of the supply of oil as the conflicts couldbroaden or escalate. Our business could be harmed by trade tariffs, as well as any trade embargoes or other economic sanctions by the United States or other countries against countries in the MiddleEast, Asia, Russia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures that limit trading activities with those countries. Geopolitical risks are outside of our control andcould 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 to downside economicrisks stemming from factors such as high inflation, energy costs, fiscal fragility in advanced economies, monetary tightening in certain advanced and emerging economies, high sovereign, corporate andprivate debt levels, highly accommodative macroeconomic policies and increased volatility in debt and equity markets as well as in the price of fuel and other commodities. Adverse conditions anddisruptions in the global economy, particularly the U.S. economy, European economies, and Asian economies, may lead to weaker demand for our services and have a material adverse effect on ourbusiness.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 industrial production slows and othercountries in the Asia Pacific region experience slower or negative economic growth in the future, this may negatively affect the global economy, and thus, may negatively impact shipping demand. Inaddition, the continued global trade war between the U.S. and China, including the introduction by the U.S. of tariffs on selected imported goods, mainly from China, may provoke further retaliationmeasures from the affected countries which has the potential to create new impediments to trade. Furthermore, trade friction could increase the volatility in the foreign exchange markets which could alsonegatively affect global trade. Such volatile economic conditions could have a material adverse effect on our business.13Table of ContentsIn 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 globalfinancial crisis of 2008, several countries in Europe faced a sovereign debt crisis (commonly referred to as the “European Debt Crisis”) that negatively affected economic activity in that region andadversely affected the strength of the euro versus the U.S. dollar and other currencies. Although some of these countries are no longer facing a serious debt crisis, the lingering effects of the EuropeanDebt Crisis are unclear and may have a material adverse effect on our business, particularly if any European countries face sovereign 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 problemscould resurface that could affect financial market conditions, and, possibly, our business, results of operations, financial condition and liquidity, particularly if they lead to the exit of one or more countriesfrom the European Monetary Union (the “EMU”) or the exit of additional countries from the EU. If one or more countries exited the EMU, there would be significant uncertainty with respect to outstandingobligations of counterparties and debtors in any exiting country, whether sovereign or otherwise, and it would likely lead to complex and lengthy disputes and litigation. Additionally, it is possible that therecent political events in Europe may lead to the complete dissolution of the EMU or EU. The partial or full breakup of the EMU or EU would be unprecedented and its impact highly uncertain, includingwith respect to our business.Compliance with environmental laws or regulations, as well as increasing focus on sustainability and other environmental, social and governance matters, may adversely affect our business.Our operations are affected by extensive and changing international, national and local environmental protection laws, carbon tax regimes and emissions regulation schemes, regulations, treaties,conventions and standards in force in international waters, the jurisdictional waters of the countries in which our vessels operate, as well as the countries of our vessels’ registration. Many of theserequirements are designed to 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 to decreased availabilityof 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 asinternational treaties and conventions, we could incur material liabilities, including cleanup obligations, in the event that there is a release of petroleum or other hazardous substances from our vessels orotherwise in connection with our operations. We could also become subject to personal injury or property damage claims relating to the release of or exposure to hazardous materials associated with ourcurrent or historic operations, as well as natural resource damages. Violations of or liabilities incurred under environmental requirements also can result in substantial penalties, fines and other sanctions,including in certain instances, seizure or detention of our vessels. For example, the OPA affects all vessel owners shipping oil to, from or within the U.S. The OPA allows for potentially unlimited liabilitywithout regard to fault for owners, operators and bareboat charterers of vessels for oil pollution in U.S. waters. The OPA expressly permits individual states to impose their own liability regimes with regardto hazardous materials and oil pollution incidents occurring within their boundaries. Coastal states in the U.S. have enacted pollution prevention liability and response laws, many providing for unlimitedliability. Similarly, the International Convention on Civil Liability for Oil Pollution Damage, 1969, as amended, which has been adopted by most countries outside of the U.S., imposes liability for oil pollutionin international waters.14Table of ContentsIn addition, in complying with the OPA, IMO regulations, EU directives and other existing laws and regulations and those that may be adopted, we may incur significant additional costs in meeting newmaintenance and inspection requirements, developing contingency arrangements for potential spills and obtaining insurance coverage. Government regulation of vessels, particularly in the areas of safetyand environmental requirements and climate control, can be expected to become more strict in the 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, the U.S. and the IMO enacted ballast water discharge standards that require the installation of ballast water treatment systems inexisting ships by September 8, 2024, which will increase compliance costs for us and other similarly regulated ocean carriers. In the past, the IMO and EU accelerated non-double-hull phase-out schedulesin response to highly publicized oil spills and other shipping incidents involving companies unrelated to us. Although all of our tankers are double-hulled and have ballast water treatment systemsinstalled, future accidents can be expected in the industry, and such accidents or other events could be expected to result in the adoption of even stricter laws and regulations, which could limit ouroperations or our ability to do business and which could have 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 gas (“GHG”) emissionand other emissions from ships. These regulatory measures may include adoption of cap and trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for implementation ofnew 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 aspecified baseline, and their annual operational Carbon Intensity Indicator (“CII”) and CII rating. The EEXI could require the implementation of technical steps, such as power limitations or installations oftechnical 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 our ships 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 capital expenditures and investments for our ships to stay in compliance. In July 2023, theIMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, a framework for Member States that provides new emissions reduction goals and guidance. Implementation of frameworkmay require additional capital expenditures to achieve compliance with new emissions reduction targets across the shipping sector. In addition, although emissions of greenhouse gases from internationalshipping are not currently subject to agreements under the United Nations Framework Convention on Climate Change, such as the “Kyoto Protocol” and the “Paris Agreement,” a new treaty may beadopted in the future that includes additional restrictions on shipping emissions beyond those already adopted under the International Convention for the Prevention of Marine Pollution from Ships, orthe “MARPOL Convention.” Compliance with pending or future changes in laws and regulations relating to climate change and GHG emissions could increase the costs of operating and maintaining ourships and 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 generation and strategicgrowth opportunities.Even 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 allindustries, 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 transportation sectors from regulators, shareholders, lending banks,customers, environmental groups and other stakeholders and could lead to a decrease in oil and gas demand or create a more negative perception of the oil and gas industry, which could impact our abilityto attract investors, access financing and capital markets and attract and retain talent. This increasing scrutiny also could require us to implement additional relevant practices or standards or otherwiseincur additional costs, which could have a material adverse effect on our business, financial condition and results of operations.Terrorist attacks, international hostilities, and the emergence or continuation of a global public health threat, such as COVID-19, could affect the demand for oil transportation, which could adverselyaffect 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 COVID-19 or any new variantsthereof, could damage the global economy, adversely affect the availability of and demand for crude oil and petroleum products and adversely affect our ability to employ our vessels. We conduct ouroperations internationally, and our business, financial condition and results of operations may be adversely affected by trade wars and changing economic, political and government conditions in orbetween the countries and regions in which our vessels are employed. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by political instability, terrorist or otherattacks, war or international hostilities.15Table of ContentsThe ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas and the recent seizures and attacks on commercial vessels in the Red Sea, the Gulf of Aden, the Persian Gulf andthe Arabian Sea may lead to further regional and international conflicts or armed action. It is possible that such conflicts could disrupt supply chains and cause instability in the global economy.Additionally, the ongoing conflict in Ukraine could result in the imposition of further economic sanctions by the United States and the European Union against Russia. While much uncertainty remainsregarding the global impact of the conflict between Russia and Ukraine, the conflict between Israel and Hamas, and the attacks on commercial ships in the Red Sea, it is possible that such tensions couldadversely affect our business, financial condition, results of operation and cash flows. Furthermore, it is possible that third parties with whom we have charter contracts may be impacted by the conflictbetween Russia and Ukraine, the conflict between Israel and Hamas and the attacks on commercial ships in the Red Sea 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, and the South China Sea.According to the International Maritime Bureau (IMB), a non-profit organization that aims to tackle maritime crime and malpractice, there was an increase in the number of reported piracy attacks in 2023.The recent seizures and attacks on commercial vessels in the Red Sea, the Gulf of Aden, the Persian Gulf and the Arabian Sea have impacted seaborne trade as many companies have decided to reroutevessels to avoid the Suez Canal and Red Sea. This has caused concerns of supply disruption. If these piracy attacks result in regions in which our vessels are deployed being characterized as “war risk”zones by insurers, 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 withemploying onboard security guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, including the payment of any ransom we may be forcedto make, which could have a material adverse effect on us. In addition, any of these events may result in a loss of revenues, increased costs and decreased cash flows to our customers, which could impairtheir ability to make payments to us under our charters.Our 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 couldnegatively 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 theEU, 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 and regulations vary in their application, as they donot all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended, strengthened or lifted over time. For example, in 2010,the U.S. enacted the Comprehensive Iran Sanctions, Accountability, and Divestment Act, or “CISADA,” which expanded the scope of the Iran Sanctions Act (as amended, the “ISA”) by amending existingsanctions under the ISA and creating new sanctions. Among other things, CISADA introduced additional prohibitions and limits on the ability of companies (both U.S. and non-U.S.) and persons to dobusiness or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or petroleum products. In 2011, the President of the United States issued Executive Order13590, which expanded on the existing energy-related sanctions available under the ISA. In 2012, the President signed additional relevant executive orders, including Executive Order 13608, which prohibitsforeign persons from violating or attempting to 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 Secretary of 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 in 2012, 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 the ISA. Amongother 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 aprovision 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 a controlling beneficial owner of, or otherwiseowns, 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 a controlling beneficial owner of the vessel, the person had actualknowledge the vessel was so used or (2) if the person otherwise owns, operates, or controls, or insures the vessel, the person knew or should have known the vessel was so used. Such a person could besubject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financial transactions subject to U.S. jurisdiction, and exclusion of that person’s vessels from U.S. ports forup to two years. The ITRA also includes a requirement that issuers of securities 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 sanctioned activities 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 orby any affiliate that is likely to prompt an SEC disclosure requirement.16Table of ContentsIn 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’s energy, shipping orshipbuilding 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 tothese entities. On November 24, 2013, the P5+1 (the U.S., United Kingdom, Germany, France, Russia and China) entered into an interim agreement 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 its nuclear program is used only for peaceful purposes, the U.S. and EU would voluntarilysuspend certain sanctions for a period of six months. On January 20, 2014, the U.S. and EU indicated that they would begin implementing the temporary relief measures provided for under the JPOA. Thesemeasures include, among other things, the suspension of certain sanctions on the Iranian petrochemicals, precious metals, and automotive industries from January 20, 2014 until July 20, 2014. At the end ofthe six-month period, when no agreement between 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 thatthey would continue to implement 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 Iranian petrochemicals,precious metals, and automotive industries. The parties affirmed that the JPOA’s temporary relief measures would remain in effect until the date that Iran implemented certain nuclear-related commitmentsdescribed in the JCPOA (“Implementation Day”). On October 18, 2015, the JCPOA came into effect and participants began taking steps necessary to implement their JCPOA commitments. On January 16,2016, the International Atomic Energy Agency verified that Iran implemented key nuclear-related commitments described in the JCPOA, and, in accordance with the JCPOA, that day was deemedImplementation Day, and the JPOA ceased to be in effect. As a result, the following sanctions were lifted on Implementation Day: (1) U.S. nuclear-related sanctions described in sections 17.1 to 17.2 ofAnnex V of the JCPOA, (2) EU nuclear-related sanctions described in section 16 of Annex V of the JCPOA and (3) the UN Security Council Resolutions 1696, 1737, 1747, 1803, 1835, 1929 and 2224. On May8, 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 onAugust 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 Iraniangovernment officials. In 2020, additional sanctions were imposed on Iran’s construction, mining, manufacturing and textiles sectors, as well as transfers to and from Iran of conventional arms or militaryequipment. 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.During 2023, 2022 and 2021, 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 in our fleet made a totalof 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 thus the corresponding nuclear-relatedsanctions 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 portsduring the same period. During 2016, when the JPOA was not in effect, and thus the corresponding nuclear-related sanctions described 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 worldwide ports during the same period. Prior to 2016, the last call to a port in Iran made by a vessel inour fleet was in January 2012. The port calls made to ports in Iran in 2018, 2017 and 2016 were made at the direction of the time charterer of the vessels. Prior to making port calls to Iran, the charterer isrequired to conduct a due diligence to ensure that the port calls are in compliance with applicable sanctions against Iran. To our knowledge, none of our vessels made port calls to Syria, Sudan, Cuba or theCrimea Region during the period from 2011 to 2023.17Table of ContentsWe monitor compliance of our vessels with applicable restrictions through, among other things, communication with our charterers and administrators regarding such legal and regulatory developments asthey arise. Although we believe that we are in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we willbe 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 couldresult 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 ourcompany simply because we do business with companies that do business in sanctioned countries. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a resultof actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. Investor perception of the value of our common stock may also be adversely affectedby 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 terminations and an adverseeffect 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 with applicable 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 in violation of such anti-corruption laws, includingthe FCPA. Any such violation could result in substantial fines, sanctions, civil or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, results ofoperations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or allegedviolations is expensive and can consume significant time and attention of our management.Vessel 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 credit facilities 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 conditions affecting the tankerindustry and competition from other shipping companies, types and sizes of vessels and other modes of transportation. In addition, as vessels age, they generally decline in value. These factors will affectthe value of our vessels for purposes of covenant compliance under the secured credit facilities and at the time of any vessel sale. If for any reason 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 also incur a loss on the sale and a reduction in earnings and surplus, which could reduceour 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 of the sold or lostvessel 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 adverselyaffected 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 torefinance our secured credit facilities as they mature, as the amount that a new lender would be willing to lend on the same terms may be less than the amount we owe under the expiring secured creditfacilities.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 for potential impairmentwhenever events or changes in circumstances indicate that the carrying value of a particular vessel may not be fully recoverable.18Table of ContentsWe 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 or state owned entities 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 oil and oil productscan 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 other tanker owners, including major oilcompanies or state owned entities that control vessels and independent tanker companies, for charters. Due in part to the fragmented tanker market, competitors with greater resources may be able to offerbetter 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 results of operations andfinancial 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 business interruptions due to politicalcircumstances in foreign countries, hostilities, labor strikes and boycotts, the potential for changes in tax rates or policies, and the potential for government expropriation of our vessels. Further, ourbusiness operations could be negatively impacted by COVID-19 (and new variants that may emerge), which could interrupt our business operations and ability to execute our services. Any of these eventscould impair the ability of charterers of our vessels to make payments to us under our charters.Our 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 risks associated with thetanker 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 deductible that may apply.Our wholly owned subsidiaries will be responsible for arranging insurance against those risks that we believe the shipping industry commonly insures against, and we are responsible for the premiumpayments on such insurance. This insurance includes marine hull 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 hire insurance, in which our wholly owned subsidiaries are responsible for arranging such loss of hire insurance, and we are responsible for the premium payments on suchinsurance. This insurance generally provides coverage against business interruption for periods of more than 60 days per incident (up to a maximum of 180 days per incident) per year, following any lossunder our hull and machinery policy. We will not be reimbursed under the loss of hire insurance policies, on a per incident basis, for the first 60 days of off-hire. 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 billion per vessel peroccurrence. We cannot assure you that we will be adequately insured against all risks. If insurance premiums increase, we may not be able to obtain adequate insurance coverage at reasonable rates for ourfleet. Additionally, our insurers may refuse to pay particular claims. Any significant 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 cash flows 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 or damages. In manyjurisdictions, 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 vessels could interrupt the charterers’ or ourcash 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 mayarrest both the vessel that is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled 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.19Table of ContentsGovernments 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 operations and financialcondition.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, while requisition for hireoccurs when a government takes control of a vessel and effectively becomes her charterer at dictated charter rates. Generally, requisitions occur during periods of war or emergency, although governmentsmay elect to requisition vessels in other circumstances. Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment wouldbe uncertain. Government requisition of one or more of our vessels may negatively impact our revenues and reduce the amount of 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 in our industry,mergers and strategic alliances in the tanker industry, market conditions in the tanker industry, changes in government regulation, shortfalls in our operating results from levels forecast by securitiesanalysts, announcements concerning us or our competitors and the general state of the securities market. The tanker industry has been unpredictable and volatile. The market for common stock in thisindustry may be equally volatile. Therefore, we cannot assure you that you will be able to sell any of our common stock you may have purchased at a price greater than or equal to the original purchaseprice.Future 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 our common stock andmake 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 would result in dilution to our existingstockholders.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 provisions provide 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, stockholders may be limited intheir ability to obtain a premium for their shares.20Table of ContentsWe 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 and anticipated cashrequirements; 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; includinginsurance premiums; a change in our dividend policy; increased borrowings; increased interest payments to service our borrowings; prepayments under credit agreements in order to stay in compliancewith covenants in the secured credit facilities; repurchases of our securities that may be outstanding from time to time, future issuances of securities or the other risks described in this section of thisreport, many of which may be beyond our control. In addition, the tanker industry is highly volatile, and we cannot predict with certainty the amount of cash, if any, that will be available for distribution asdividends in any period. Furthermore, any new shares of common stock issued will increase the cash required to pay future dividends. Any common or preferred stock that may be issued in the future tofinance acquisitions, upon exercise of stock options or other equity 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 a reserve for, amongother 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 a vessel. Our board of directors mayalso decide to establish a reserve to repay indebtedness if, as the maturity dates of our indebtedness approach, we are no longer able to generate cash flows from our operating activities in amountssufficient to meet our debt obligations and it becomes clear that refinancing terms, or the terms of a vessel sale, are unacceptable or inadequate. 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 is limited by the Republic of the Marshall Islands (the “Marshall Islands”) law. MarshallIslands law generally prohibits the payment of dividends other than from surplus, or if there is no surplus, from the net profits for the current and prior fiscal year, or while a company is insolvent or if acompany would be rendered insolvent by the payment of such dividends. We may not have sufficient surplus or net profits in the future to pay dividends, and we can give no assurance that dividends willbe paid in the future or the amounts of dividends which may be paid.We have a significant number of 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 other successors in interestmay 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 of additional common stock would result indilution 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 Business Corporations 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 in the 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 and fiduciary responsibilities of directors under statutes or judicialprecedent in existence in the U.S. Therefore, the rights of stockholders of the Marshall Islands may differ from the rights of stockholders of companies incorporated in the U.S. While the BCA provides thatit is to be interpreted and construed according to the laws of the State of Delaware and other U.S. states with substantially similar legislative provisions and that the non-statutory laws of the State ofDelaware and other U.S. states with substantially similar legislative provisions are thereby declared to be and adopted as the laws of the Marshall Islands, there have been few court cases interpreting theBCA in the Marshall Islands. We cannot predict whether the Marshall Islands courts would reach the same conclusions that any particular U.S. court would reach or has reached. Thus, you may have moredifficulty in protecting your interests in the face of actions by the management, directors or controlling stockholders than would stockholders of a corporation incorporated in a U.S. jurisdiction which hasdeveloped a relatively more substantial 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 the Marshall Islands, andour public stockholders may find it difficult or impossible to pursue their claims in such other jurisdictions.21Table of ContentsOur 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 effect service of processand 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 appliesto 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 any matter involving any fraud ordishonesty 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 act or 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) effectservice 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 United States upon judgments of courts of theUnited States predicated upon the civil liability provisions of the United States federal securities laws.RISKS 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 any taxable year consistsof 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 for the 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 and royalties which are received from unrelated parties inconnection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services 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 services income, rather thanrental income. Assuming this is correct, our income from our time chartering activities would not constitute “passive income,” and the assets we own and operate in connection with the production of thatincome would not constitute passive income. Consequently, based on our actual and projected income, assets and activities, we believe that it is more likely than not that we are not currently a PFIC andwill 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”) pronouncements concerning thecharacterization of income derived from time charters 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 ofAppeals 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 charteringactivities should be treated as rental income rather than services income. However, the IRS has stated that it disagrees with the holding of this Fifth Circuit case, and that income derived from timechartering activities should be treated as services income. 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 oflaw will accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. No assurance can be given that this result will not occur. In addition, although we intend toconduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, no assurance can be given that the nature of our operations will not change inthe future, or that we will be able to avoid PFIC status in 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. stockholders who are individualswould not be eligible for the current maximum 20% preferential tax rate on qualified dividends. In addition, under the PFIC rules, unless U.S. stockholders make certain 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 of excess distributions and upon any gain from the dispositionof our common stock, with interest payable on such tax liability as if the excess distribution or gain had been recognized ratably over the stockholder’s holding period of such stock. The current maximum20% preferential tax rate for individuals would not be available for this calculation.22Table of ContentsOur 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 gross transportationincome 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 theapplicable United States Securities and Exchange Commission (“SEC”) documents, we believe that we qualified for this statutory tax exemption in 2023 and we will take this position for U.S. federal incometax 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 2024 or future years. Forinstance, 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 our stock entitled to vote or of the total valueof 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 to collectively own 50% or more of the outstanding shares ofour common stock on more than half the days during the taxable year.If 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 could have a negative effecton 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 a manner so that wedo 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 outside Norway. The management functionsbelow the board level are currently split between Monaco, Norway and Singapore. Our Monaco office holds senior management, our Norwegian office retains functions within finance, accounting,investor relations, chartering and operations, whereas our Singapore office holds chartering, operations, newbuilding supervision and technical management. Material decisions regarding our business oraffairs are made, and our board of directors meetings are held at our principal place of business (including telephonically, in the case of some board meetings). However, because two of our directors residein Norway and we have entered into a management agreement with our Norwegian subsidiary, DHT Management AS, the Norwegian tax authorities may contend that we are subject to Norwegiancorporate 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 operationswould be materially and adversely affected. In addition, if we are unsuccessful in our defense against such a contention, dividends paid to our stockholders could be subject to Norwegian withholdingtaxes.Recently enacted income tax laws in Bermuda may adversely affect our business, financial condition or results of operation.On December 27, 2023, Bermuda enacted its Corporate Income Tax (“CIT”) Act 2023, which will apply a 15% income tax for companies with revenue in excess of €750 million for two of the four previousfiscal years. The CIT Act will be effective for fiscal years beginning on or after January 1, 2025, with a five-year deferred effective date for certain groups with limited international footprint. Under currentBermuda law, the Company is not subject to any income or capital gains taxes in Bermuda. To the extent the Company is subject to the recently enacted CIT Act, we may be subject to additional income taxwhich may adversely affect our business, financial condition of results of operations.23Table of ContentsITEM 4.INFORMATION ON THE COMPANY A.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”). InOctober 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 toapprove 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. in March 2010 until it wasdissolved 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 $231 million in connection with the acquisition of three VLCCs, $38 million related to 12exhaust gas cleaning systems and $10 million related to seven ballast water treatment systems. Our principal divestitures during the same period comprise the sale of six VLCC tankers for a total of $199million.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, 2 Church Street, HamiltonHM 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 subsidiaries incorporated under the laws of the MarshallIslands or the Cayman Islands. We operate our vessels through our subsidiary management companies in Monaco, Norway, Singapore and India.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 and other information asa 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 inspect reports and other informationregarding registrants, such as us, that file electronically with the SEC without charge at a website maintained by the SEC at http://www.sec.gov. These documents and other important information on ourgovernance are posted on our website and may be viewed at www.dhtankers.com. The information contained on or connected to our website is not a part of this annual report.B.BUSINESS OVERVIEWWe operate a fleet of crude oil tankers. As of March 15, 2024, our fleet consisted of 24 VLCC crude oil tankers, all of which are wholly owned by DHT Holdings, Inc. In addition, the Company hascontracted to build four new VLCCs, two at Hyundai Heavy Industries and two at Hanwha Ocean in South Korea, for delivery in 2026. VLCCs are tankers ranging in size from 270,000 to 320,000 deadweighttons. As of the date of this report, five of our 24 vessels are on time charters and 19 vessels are operating in the spot market. The fleet operates globally on international routes. The 24 VLCCs currently inoperation have a combined carrying capacity of 7,479,177 dwt and an average age of 10.2 years as of the date of this report.RECENT DEVELOPMENTSAcquisition of VLCCOn July 31, 2023, the Company took delivery of DHT Appaloosa, the 2018 VLCC acquired for $94.5 million. The vessel was financed with available liquidity and proceeds of borrowings under theCompany’s revolving credit facility with ING.24Table of ContentsING 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, Credit Agricole, DanishShip 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 in Item 5). The ING Credit Facility bearsinterest 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 final maturity in January 2029.In the third quarter of 2023, the Company drew down $55 million under the revolving credit facility, which was applied towards the delivery of DHT Appaloosa and general corporate purposes. Further, theCompany entered into a $45 million senior secured credit facility under the incremental facility, with ING, Nordea, ABN AMRO, Danish Ship Finance and SEB, as lenders, a wholly owned special-purposevessel-owner subsidiary of the Company as borrower, and DHT Holdings, Inc., as guarantor. Borrowings bear interest at a rate equal to SOFR plus a margin of 1.80% and is repayable in quarterlyinstallments of $0.75 million with maturity in January 2029. The draw down of the $45 million senior secured credit facility was used to repay the revolving credit facility.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 the provisions of thecharters. Because the following is only a summary, it does not contain all information that you may find useful.Vessel employmentThe following table presents certain features of our vessel employment as of March 15, 2024:VesselType of EmploymentExpiryVLCC DHT AppaloosaSpot DHT MustangSpot DHT BroncoSpot DHT ColtSpot DHT 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 SundarbansTime charter with profit sharing Q1 2025DHT RedwoodSpot DHT AmazonSpot DHT 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 the provisions of the shipmanagement agreements.25Table of ContentsTechnical ManagementThe technical management for all our vessels is carried out by our subsidiary, Goodwood (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 approvals and relevantinspections, and for ensuring the vessel complies with the requirements of classification societies as well as relevant governments, flag state, environmental and other regulations and that the respectivevessel subsidiary pays the actual cost associated with the technical management and an annual management fee.Upon termination, 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 the consent ofany applicable charterer and our lenders before we appoint a new manager; however, such consent may not be unreasonably withheld.Loss 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 per incident 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 or constructive total loss of thevessel).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 and machinery insurance,protection and indemnity insurance (including pollution risks and crew insurance), war risk insurance, and when viewed as appropriate, loss of hire insurance. Each vessel subsidiary pays the actual costassociated 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, 2023.CompanyVesselYearBuiltDwtFlag*Yard**ClassificationSociety***Percent ofOwnership VLCC DHT Appaloosa IncDHT Appaloosa 72018318,918HKHHIABS100 %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 12012318,130HKHHIABS100 %DHT Opal IncDHT Opal 32012320,105HKDSMELR100 %Samco Theta LtdDHT Sundarbans 12012318,123HKHHILR100 %Samco Kappa LtdDHT Redwood 12011318,130HKHHIABS100 %Samco Eta LtdDHT Amazon 12011318,130HKHHILR100 %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%26Table of Contents*HK: Hong Kong.**HHI: Hyundai Heavy Industries Co., Ltd.; BSHIC: Bohai Shipbuilding Heavy Industries Co., Ltd.; NACKS: Nantong Cosco KHI Engineering Co. Ltd; DSME: Hanwha Ocean (formerly known as DaewooShipbuilding & 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 on August 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 June 13, 2017 and DHTLotus 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, 2021.7Delivery date for DHT Appaloosa was on July 31, 2023.COMPETITIONThe 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 controlled by 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 our competitive position. Our competitiveposition 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 oil consumption peaks,as refiners and suppliers anticipate consumer demand. Historically, seasonal peaks in oil demand can broadly be classified into two main categories: (1) increased demand prior to Northern Hemispherewinters as heating oil consumption increases and (2) increased demand for gasoline prior to the summer driving season in the United States. Asia has emerged as the most important region for demand ofoil and oil transportation. Seasonality in Asia differs from that of the United States, hence the historical seasonality has become less pronounced and less predictable. Unpredictable weather patterns andvariations in oil inventories could disrupt tanker scheduling. Variations in regional economic activity and seasonality may result in quarter-to-quarter volatility in our operating results, as the majority of ourvessels trade in the spot market. However, to the extent that our vessels are chartered at 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 interruption due to politicalcircumstances in foreign countries, hostilities and labor strikes. In addition, the operation of any ocean-going vessel is subject to the inherent possibility of catastrophic marine disaster, including oil spillsand other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade.27Table of ContentsOur wholly owned subsidiaries are responsible for arranging the insurance of our vessels on terms in line with standard industry practice. We are responsible for the payment of premiums. Our whollyowned subsidiaries have arranged for marine hull and machinery and war risks insurance, which includes the risk of actual or constructive total loss, and protection and indemnity insurance with mutualassurance associations. Our wholly owned subsidiaries may also arrange for loss of hire insurance in respect of each of our vessels, subject to the availability of such coverage at commercially reasonableterms. Loss of hire insurance generally provides coverage against business interruption following any loss under our hull and machinery policy. Currently, we have obtained loss of hire insurance thatgenerally provides coverage against business interruption for periods of more than 60 days (up to a maximum of 180 days) 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 of the vessel). Currently, the amount of coverage for liability for pollution, spillage and leakage available to us oncommercially reasonable terms through protection and indemnity associations and providers of excess coverage is $1 billion per vessel per occurrence. Protection and indemnity associations are mutualmarine indemnity associations formed by shipowners to provide protection from large financial loss to one member by contribution towards that loss by all members.We 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 maintain appropriate levels ofenvironmental damage and pollution insurance coverage, consistent with standard industry practice. However, there is no assurance that all risks are adequately insured against, that any particular claimswill be paid or that we will be able to obtain adequate insurance coverage at commercially reasonable rates in the future following termination of 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 been built and maintainedin accordance with the rules of the classification society and complies with applicable rules and regulations of the vessel’s country of registry and the international conventions of which that country is amember. Each vessel is inspected by a surveyor of the classification society in three surveys of varying frequency and thoroughness: every year for the annual survey, every two to three years forintermediate surveys and every four to five years for special surveys. Should any defects be found, the classification surveyor will issue a “recommendation” for appropriate repairs which have to be madeby the shipowner within the time limit prescribed. Vessels may be required, as part of the annual and intermediate survey process, to be drydocked for inspection of the underwater portions of the vesseland for necessary repair stemming from the inspection. Special surveys always require drydocking, whereas intermediate surveys require drydocking from the fourth intermediate survey, typically when avessel 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 beginning on page 26 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 regulations in force in thecountries in which our tankers operate or are registered. Under our ship management agreements, the Technical Managers have assumed technical management responsibility for the vessels in our fleet,including responsibility for compliance with all government and other regulations. If our ship management agreements with the Technical Managers terminate, we would attempt to hire another party toassume this responsibility, which includes compliance with the regulations described herein and any costs associated with such compliance. However, in such event, we may be unable to hire anotherparty to perform these and other services, and we may incur substantial costs to comply with environmental requirements.28Table of ContentsA 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 orequivalent), classification societies, flag state administration (country of registry) and charterers, particularly terminal operators and oil companies. Certain entities also require us to obtain permits, licensesand certificates for the operation of our tankers. Failure to maintain necessary permits or approvals could require us to incur substantial costs or temporarily suspend operation of one or more of ourtankers. We believe that the heightened level of environmental and quality concerns among insurance underwriters, regulators and charterers is leading to greater inspection and safety requirements on alltankers. Increasing environmental concerns may create demand for tankers that conform to the stricter environmental standards. Under our ship management agreements, the Technical Managers arerequired 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 internationalregulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations; however, because such laws and regulations are frequentlychanged and may impose increasingly stringent requirements, it is difficult to accurately predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resalevalue or useful lives of our tankers. In addition, a future serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impacts could result inadditional legislation or regulation that could negatively affect our profitability.International 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 became effective in May2005, sets limits on sulfur oxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons. Annex VI also includes aglobal cap on the sulfur content of fuel oil and allows for special areas, known as emission control areas, or “ECAs,” to be established with more stringent controls on sulfur emissions. Currently, the BalticSea, the North Sea, certain coastal areas of North America and the U.S. Caribbean Sea are designated ECAs, and from May 1, 2024, the Mediterranean Sea will become an ECA, with compliance obligationsbeginning May 1, 2025. In July 2010, the IMO amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide particulate matter and ozone depleting substances came into effect. Thesestandards seek to reduce 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 required under the rulesapplying 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 using liquefied natural gas for fuel, or byinstalling an exhaust gas cleaning system. As a result, ships must either use Very Low Sulphur Fuel Oil (VLSFO) to comply with the limit or continue to use heavy fuel oil in combination with an exhaustgas cleaning system. The U.S. ratified the Annex VI amendments in 2008, thereby rendering its emissions standards equivalent to IMO requirements. Please see the discussion of the U.S. Clean Air Actunder “U.S. Requirements” below for information on the ECA designated in North America and the Hawaiian 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 safety management systemthat includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures forresponding 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 with code requirementsfor 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, under the ISM Code. All requisite documentsof compliance have been obtained with respect to the operators of all our vessels and safety management certificates have been issued for all our vessels for which the certificates are required by the IMO.These documents of compliance and safety management certificates are renewed as required.29Table of ContentsNoncompliance 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 affected vessels and resultin 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 compliance with the ISM Code will be prohibitedfrom 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 the International Convention on Civil Liability for Oil PollutionDamage of 1969, or the “1969 Convention.” Some of these countries have also adopted the 1992 Protocol to the 1969 Convention, or the “1992 Protocol.” Under both the 1969 Convention and the 1992Protocol, a vessel’s registered owner is strictly liable, subject to certain affirmative defenses, for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subjectto certain complete defenses. These conventions also limit the liability of the shipowner under certain circumstances to specified amounts that have been revised from time to time and are subject toexchange rates. In addition, the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or BWM Convention, came into force in September 2017. The BWMConvention provides for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits. As of the date of this report, all of our vesselshave ballast water treatment systems installed.The International Convention on Civil Liability for Bunker Oil Damage (the “Bunker Convention”), which became effective in November 2008, imposes strict liability on vessel owners for pollution damagein jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention also requires registered owners of vessels over 1,000 gross tons to maintain insurance in specifiedamounts to cover liability for bunker fuel pollution damage. Each of our vessels has been issued a certificate attesting that insurance is in force in accordance 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 and for vessels and theircrews are required. In addition to SOPEPs, the Technical Managers have adopted Shipboard Marine Pollution Emergency Plans for our vessels, which cover potential releases not only of oil but of anynoxious 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 the ComprehensiveEnvironmental Response, Compensation, and Liability Act, or “CERCLA.” OPA affects all owners and operators whose vessels trade with the U.S., its territories or possessions, or whose vessels operatein 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 applies to the discharge of hazardous substances (other thanpetroleum) 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 other damages,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 over 3,000 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 $5 million for vessels carrying a hazardous substance as cargoand the greater of $300 per gross ton or $0.5 million for any other vessel. These OPA and CERCLA limits of liability do not apply if an incident was directly caused by violation of applicable U.S. federalsafety, construction or operating regulations or by a responsible party’s gross negligence, willful misconduct, refusal to report the incident or refusal to cooperate and assist in connection with oil removalactivities.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 have enacted legislationproviding 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 potential strict liability underthe Act. The U.S. Coast Guard has enacted regulations requiring evidence of financial responsibility consistent with the aggregate limits of liability described above for OPA and CERCLA. Under theregulations, evidence of financial responsibility may be demonstrated by insurance, surety bond, self-insurance, guaranty or an alternative method subject to approval by the Director of the U.S. CoastGuard National Pollution Funds Center. Under OPA regulations, an owner or operator of more than one tanker is required to demonstrate evidence of financial responsibility for the entire fleet in an amountequal only to the financial responsibility requirement of the tanker having the greatest maximum strict liability under OPA and CERCLA. The Technical Managers have provided the requisite guaranteesand received certificates of financial responsibility from the U.S. Coast Guard for each of our tankers that are required to have one.30Table of ContentsWe 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 coverage available, in which eventthere could be a material adverse effect on our business and on the Technical Managers’ business, which could impair the Technical Managers’ ability to manage our vessels.OPA 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 vessel response plans forreporting and responding to oil spill scenarios up to a “worst case” scenario and to identify and ensure, through contracts or other approved means, the availability of necessary private responseresources to respond to a “worst case discharge.” In addition, periodic training programs and drills for shore and response personnel and for vessels and their crews are required. Vessel response plans forour 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 has proposed similar regulations requiring certain vessels to prepareresponse 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 form of penalties for anyunauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages. Furthermore, most U.S. states that border a navigable waterway have enacted lawsthat impose strict liability for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be 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 or longer (other thancommercial fishing and recreational vessels) to comply with a Vessel General Permit, or “VGP,” authorizing ballast water discharges and other discharges incidental to the operation of vessels. The VGPrequires owners and operators to comply with a range of best management practices, reporting requirements and other standards for a number of vessel discharges. The current VGP, which becameeffective in December 2013, contains more stringent requirements, including numeric ballast water discharge limits (that generally align with 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 sea interfaces and exhaust gas cleaning system wastewater. Vessels calling U.S. ports arerequired to have Coast Guard approved ballast water management systems installed by their first regular drydocking after January 1, 2016, with few exceptions. The 2013 VGP was issued with an effectiveperiod of December 19, 2013 to December 18, 2018. The Vessel Incidental Discharge Act, or “VIDA,” enacted on December 4, 2018, requires the EPA and Coast Guard to develop new performance standardsand enforcement regulations and extends the 2013 VGP provisions until new regulations are final and enforceable. U.S. Coast Guard regulations adopted under the U.S. National Invasive Species Act, orNISA, also impose mandatory ballast 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 of volatile organiccompounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting otheroperations in regulated port areas and emission standards for so-called Category 3 marine diesel engines operating in U.S. waters. In April 2010, the EPA adopted new emission standards for Category 3marine diesel engines equivalent to those adopted in the amendments to Annex VI to MARPOL. The emission standards apply in two stages: near-term standards apply to engines constructed on or afterJanuary 1, 2011, and long-term standards, requiring an 80% reduction in nitrogen dioxides (NOx), apply to engines constructed on or after January 1, 2016. Compliance with these standards may cause us toincur costs to install control equipment on our vessels.31Table of ContentsThe 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 from vessel loading andunloading operations by requiring the installation of vapor control equipment. As indicated above, our vessels operating in covered port areas are already equipped with vapor recovery systems thatsatisfy these existing requirements. Under regulations that became effective in January 1, 2014, vessels sailing within 24 miles of the California coastline whose itineraries call for them to enter anyCalifornia 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 the Atlantic/Gulf andPacific 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 in the ECA cannot exceed 0.1% m/msulfur. Effective January 1, 2016, NOx after-treatment requirements also apply. Additional ECAs include the Baltic Sea, North Sea and Caribbean Sea, and from May 1, 2024, the Mediterranean Sea, withcompliance obligations beginning May 1, 2025. If other ECAs are approved by the IMO or other new or more stringent requirements relating to emissions from marine diesel engines or port operations byvessels are adopted by the EPA or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.European 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 least twice in a six-monthperiod) 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 greaterauthority 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 (amending Directive 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 has introduced a 0.1% m/m maximum sulfur requirementfor 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 UnitedNations Framework Convention on Climate Change, or UNFCCC, adopted the Paris Agreement, an international framework with the intent of reducing global GHG emissions. In October 2016, the EUformally ratified the Paris Agreement, thus establishing its entry into force on November 4, 2016. Although the Paris Agreement does not require parties to the agreement to adopt emissions controls forthe shipping industry, a new treaty or other applicable requirements could be adopted in the future that includes such restrictions.Additionally, the MEPC has implemented two energy efficiency standards for new and currently operating vessels—the Energy Efficiency Design Index and the Ship Energy Efficiency Management 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 or passengers in EU ports to monitor, report andverify 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 their GHG emissions.These amendments combine technical and operational approaches to improve the energy efficiency of ships, and provide important building blocks for future GHG reduction 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’s efficiency compared to a specified baseline, and their annualoperational Carbon Intensity Indicator (“CII”) and CII rating. The EEXI could require the implementation of technical steps, such as power limitations or installations of technical features, to improve theenergy efficiency of ships. The CII rating will be on a scale from A to E, with E as the lowest score. If our ships rate D for three consecutive years or E for a single year, we must develop corrective actionplans to achieve the required annual operational CII. Such plans may include potentially significant capital expenditures and investments for existing ships to stay in compliance. The CII will be calculatedannually and implemented as an operational carbon intensity measure to benchmark and improve efficiency. On January 1, 2023, it became mandatory for ships to calculate their EEXI and initiate thecollection of data for reporting their CII and CII rating. The regulations and framework will be reviewed by January 1, 2026. In July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHGEmissions from Ships, which builds upon the initial strategy’s levels of ambition. The revised levels of ambition include (1) further decreasing the carbon intensity from ships through improvement ofenergy efficiency; (2) reducing carbon intensity of international shipping; (3) increasing adoption of zero or near-zero emissions technologies, fuels, and energy sources; and (4) achieving net zero GHGemissions from international shipping.32Table of ContentsIn the EU, greenhouse gas emissions are regulated under the EU Emissions Trading System (the “EU ETS”), an EU-wide trading scheme that implements GHG emissions pricing. While the shippingindustry had not been subject to the EU ETS in the past, in May 2023, EU ETS regulations were amended in order to include emissions from maritime transport activities in the EU ETS and to require themonitoring, reporting and verification of emissions of additional greenhouse gases and emissions from additional ship types. In January 2024, the EU ETS will be extended to cover CO2 emissions from alllarge ships (of 5,000 gross tonnage and above) entering EU and European Economic Area (“EEA”) ports, and will apply to methane and nitrous oxide emissions beginning in 2026. Shipping companies willneed to buy allowances that correspond to the emissions covered by the system. Emissions from voyages and port calls within the EU and EEA will be fully accounted for in the EU ETS, while half of theemissions during voyages and port calls from and to non-EU countries will be covered. The emissions in scope for surrendering allowances will be gradually phased-in, starting with 40% of emissions for2024 and increasing to 70% for 2025 and to 100% for 2026 and onwards.Starting in January 2025, all large ships (of 5,000 gross tonnage and above) entering EU and EEA ports will have to comply with the FuelEU Maritime Regulation (the “FuelEU”). Fuel EU sets “well-to-wake” GHG emission intensity requirements for energy used on board. The GHG intensity requirement applies to 100% of energy used on voyages and port calls within the EU and EEA, and 50% of energyused on voyages into or out of the EU and EEA. The term “well-to-wake” refers to the entire process of fuel production, delivery and use onboard ships, and all emissions produced from such processes.The yearly average GHG intensity of energy used on board, measured as GHG emissions per energy unit (gCO2e/MJ), must be less than an applicable threshold. The GHG intensity threshold will besubject to a five-year percentage reduction with respect to a reference value, which is based on the average energy used onboard in 2020, reported in the EU Monitoring Reporting and Verification data ofthat year, which was 91.16 gCO2e/MJ.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 gas emissions from ships, theEPA may regulate greenhouse gas emissions from ocean-going vessels in the future. Any passage of climate control legislation or other regulatory initiatives by the IMO, EU, the U.S. or other countrieswhere we operate, or any treaty adopted or amended at the international level that restricts emissions of greenhouse gases, could require us to make significant financial expenditures or otherwise impactour vessels or their operation in ways that we cannot predict with certainty at this time.VESSEL 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. To implement certainportions of the MTSA, the U.S. Coast Guard issued regulations in July 2003 requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction ofthe U.S. Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. This new chapter came into effect in July 2004 and imposesvarious detailed security obligations on vessels and port authorities, most of which are contained in the International Ship and Port Facilities Security Code (the “ISPS Code”).33Table of ContentsThe 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 ourvessels 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 denial of access to, or detention in, certainports. Furthermore, compliance with the ISPS Code requires us to incur certain costs. Although such costs have not been material to date, if new or more stringent regulations relating to the ISPS Code areadopted by the IMO and the flag states, these requirements could require significant additional capital expenditures or otherwise increase 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 vessels have on board avalid “International Ship Security Certificate” that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code. We have implemented the various security measures required bythe 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 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 certain circumstances. Thereare no actions or claims pending against us as of the date of this report.C.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, 2023.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. Singapore53%DHT Appaloosa, Inc.DHT AppaloosaMarshall Islands100%DHT Bauhinia, Inc.DHT BauhiniaMarshall Islands100%DHT Bronco, Inc.DHT BroncoMarshall Islands100%DHT Colt, Inc.DHT ColtMarshall Islands100%DHT Harrier Inc.DHT HarrierMarshall 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%34Table of Contents1The remaining 1% of DHT Management S.A.M is owned by the President & Chief Executive OfficerD.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 COMMENTS None.ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS MANAGEMENT’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. This Management’s Discussionand 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 results may differ from those contained in the forward-looking statements andsuch differences may be material.BUSINESSWe currently operate a fleet of 24 VLCC crude oil tankers, all of which are wholly owned by DHT Holdings, Inc. VLCCs are tankers ranging in size from 270,000 to 320,000 deadweight tons, or “dwt”. Inaddition, we have contracted to build four new VLCCs for delivery in 2026, with two each at Hyundai Heavy Industries and Hanwha Ocean, both in South Korea. As of the date of this report, five of thevessels are on time charters and 19 vessels are operating in the spot market. The fleet operates globally on international routes. The 24 VLCCs have a combined carrying capacity of 7,479,177 dwt and anaverage age of 10.2 years as of the date of this report.As of March 2024, we have entered into a ship management agreement with one of our subsidiaries. The Technical Manager is generally responsible for the technical operation and upkeep of our vessels,including crewing, maintenance, repairs and drydockings, maintaining required vetting approvals and relevant inspections, and for ensuring our fleet complies with the requirements of classificationsocieties as well as relevant governments, flag states, environmental and other regulations. Under the ship management agreement, each vessel subsidiary pays the actual cost associated with thetechnical 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;35Table of Contents•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 any new outbreaks or new variants of COVID-19 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 oil transportation. Rates for thetransportation of crude oil are determined by market forces, such as the supply and demand for oil, the distance that cargoes must be transported and the number of vessels available at the time suchcargoes need to be transported. The demand for oil transportation is affected by the state of the global economy and commercial and strategic inventory building of oil, among other things. The number ofvessels is affected by the construction of new vessels and by the retirement of existing vessels from service. The tanker 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”).Our expenses consist primarily of voyage expenses, hereunder primarily cost of bunkers and port charges; vessel operating expenses, hereunder crew cost, maintenance expenses, spare parts, variousconsumables, insurance premium expenses; interest expense, financing expenses, depreciation expense, impairment charges, vessel taxes and general and administrative expenses.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, our customers typically payus the freight upon discharge of the cargo. We fund daily vessel operating expenses under our ship management agreements monthly in advance. We are required to pay interest under our secured creditfacilities quarterly or semiannually in arrears, insurance premiums either annually or more frequently (depending on the policy) and our vessel taxes, registration dues and classification expenses annually.MARKET OUTLOOK FOR 2024We have three key pillars in support of our expectations for the market going forward:First, the general macroeconomic environment seems to be steadying following a period of inflationary pressure and rising interest rates, and the consensus of the key energy agencies is forecastingcontinued oil demand growth.Second, geopolitical events are presenting stress to energy security and global trade while challenging the efficiency of oil flows. Additionally, OPEC+ has elected to cut oil production to balance the oilmarkets, likely a recognition of non-OPEC production growth in the Atlantic basin, offering this region market share. These two issues combined are requiring longer transportation distances for crude oilto reach customers, reducing the productivity of the global tanker fleet.Third, the global tanker fleet is rapidly aging with limited new supply coming to the market. Interest to contract new supply of VLCCs has increased over the past few months, but this is not expected toimpair the favorable supply picture as the lack of investments over the past several years will take time to rebalance. The orderbook for supply of new ships is in a historical perspective very low, equal to5% of the existing fleet. The fleet is rapidly aging with close to 50% of the fleet projected to be older than 15-years of age by the end of 2026. A significant portion of the older fleet is engaged in what isreferred to as “the shadow fleet”, a fleet with limited commercial opportunities in the compliant markets and trades. Further, regulations such as the Carbon Intensity Indicator (CII), will increasinglyconstrain the efficiency of the mature fleet. Also, shipyard capacity for large tankers is scarce due to significant demand to build other types of ships, and inflationary pressure on labor, materials andequipment have increased costs and extended delivery time.36Table of ContentsWe believe our strategy continues to be well suited for the market that we operate in and is 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;disciplined philosophy with respects to investments, employment of our fleet and capital allocation; andtransparent corporate structure maintaining a high level of integrity and good governance.A.OPERATING RESULTSIncome from Vessel OperationsShipping revenues increased by $105.7 million, or 23.5%, to $556.1 million in 2023 from $450.4 million in 2022. The increase from 2022 to 2023 includes $131.5 million attributable to higher tanker rates partlyoffset by $25.9 million attributable to a decrease in total revenue days. Shipping revenues increased by $154.5 million, or 52.2%, to $450.4 million in 2022 from $295.9 million in 2021. The increase from 2021to 2022 includes $168.6 million attributable to higher tanker rates partly offset by $14.1 million attributable to a decrease in total revenue days as a result of sale of vessels.Other revenues for 2023 were $4.5 million compared to $3.8 million in 2022 and mainly relate to technical management services provided. In May 2022, the Company acquired an additional 3% of Goodwoodand increased the ownership to 53% through a step acquisition, which led to the consolidation of Goodwood into the Company’s financial statements as of May 31, 2022. Other revenues for 2022 apply forthe period from May 31 to December 31, 2022 (the period of 2022 during which Goodwood was a consolidated subsidiary).The Company did not record any gain or loss related to sale of vessels in 2023. 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 2021related to the same.There was no other income for 2023 or 2022, whereas other income for 2021 was $4.6 million which related to the distribution of equity received from The Norwegian Shipowner’s Mutual War RiskInsurance Association.Voyage expenses decreased by $19.8 million to $165.7 in 2023 from $185.5 million in 2022. The decrease was related to a decrease in bunker expenses of $19.1 million and a decrease in port expenses andother voyage-related costs of $2.2 million, partly offset by an increase in broker commission of $1.4 million. 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 prices representing a $81.3 million increase in bunker expenses and a $12.7 million increase in port expenses.Vessel operating expenses increased by $1.6 million to $75.4 million in 2023 from $73.8 million in 2022. The increase was due to an increase of $0.9 million related to insurance and an increase of $0.9 millionrelated to lubes. 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 an 8.7% decrease in operating days from 9,777 days in 2021to 8,929 days in 2022.Depreciation and amortization expenses, including depreciation of capitalized drydocking cost, decreased by $14.4 million to $108.9 million in 2023 from $123.3 million in 2022. The decrease resulted from adecrease in depreciation related to exhaust gas cleaning systems of $12.2 million, a decrease in depreciation of vessels of $1.9 million and a decrease in depreciation of drydocking cost of $0.6 million, partlyoffset by additional depreciation related to other property, plant and equipment of $0.4 million. 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 decrease resulted from a decrease in depreciation related to vessels of $5.1 million, a decrease in depreciation of drydocking cost of $1.9million, partly offset by additional depreciation related to exhaust gas cleaning systems of $1.4 million.37Table of ContentsGeneral and administrative expenses in 2023 were $17.4 million (of which $3.3 million was non-cash cost related to restricted share agreements for our management and board of directors), compared to$16.9 million in 2022 (of which $4.2 million was non-cash cost related to restricted share agreements for our management and board of directors) and $16.6 million in 2021 (of which $4.4 million was non-cashcost related to restricted share agreements for our management and board of directors).General and administrative expenses for 2023, 2022 and 2021 include directors’ fees and expenses, the salary and benefits of our executive officers, legal fees, fees of independent auditors and advisors,directors and officers insurance, rent and miscellaneous fees and expenses.Interest Expense and Amortization of Deferred Debt Issuance CostNet financial expenses were $31.1 million in 2023 compared to $11.6 million in 2022. The increase was due to a non-cash gain of $15.0 million related to interest rate derivatives in 2022 compared to a non-cash loss of $0.5 million in 2023 and increased interest expenses of $6.9 million due to increased interest rates, partly offset by interest income of $4.5 million in 2023 compared to $1.1 million in 2022. Netfinancial 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 $15.0million related to interest rate derivatives in 2022 compared to a non-cash gain of $12.5 million in 2021.B.LIQUIDITY AND CAPITAL RESOURCESWe 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 ofinsurance 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, andsecurities repurchases. We collect our time charter hire from our vessels on charters monthly in advance and fund our estimated vessel operating costs monthly in advance. With respect to vesselsoperating in the spot market, the charterers typically pay us upon discharge of the cargo. We finance our vessel acquisitions, including newbuilding contracts, with a combination of cash generated fromoperations, debt secured by our vessels, and the sale of equity.In March 2021, our board of directors approved a repurchase through March 2022 of up to $50 million of DHT securities through open market purchases, negotiated transactions or other means inaccordance with applicable securities laws. 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, ourboard of directors approved 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 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 securities laws. In 2023, theCompany repurchased and retired 2,209,927 shares of common stock in the open market at an average price of $8.49 per share. In March 2024, our board of directors approved a repurchase through March2025 of up to $100 million of DHT securities through open market purchases, negotiated transactions or other means in accordance with applicable securities laws. The repurchase program may besuspended or discontinued at any time. All shares of DHT common stock acquired by DHT are expected to be retired and restored to authorized but unissued shares.Since 2021, 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. While dividends areintended 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 and amount potentially beingaffected 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, reservesestablished by our board of directors, increased or unanticipated expenses, a change in our dividend policy, additional borrowings or future issuances of securities, many of which will be beyond ourcontrol. In September 2022, our board of directors revised the dividend policy to return 100% of our 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 not pay dividends in the future”).38Table of ContentsOperating PeriodTotal Payment Per Common Share Record DatePayment DateJan. 1 – Mar. 31, 2021$6.8 million $0.04 May 19, 2021May 26, 2021Apr. 1 – Jun. 30, 2021$3.3 million $0.02 Aug. 19, 2021Aug. 26, 2021Jul. 1 - Sep. 30, 2021$3.3 million $0.02 Nov. 16, 2021Nov. 23, 2021Oct. 1 - Dec. 31, 2021$3.3 million $0.02 Feb. 17, 2022Feb. 24, 2022Jan. 1 – Mar. 31, 2022$3.3 million $0.02 May 19, 2022May 26, 2022Apr. 1 – Jun. 30, 2022$6.5 million $0.04 Aug. 23, 2022Aug. 30, 2022Jul. 1 - Sep. 30, 2022$6.5 million $0.04 Nov. 22, 2022Nov. 29, 2022Oct. 1 - Dec. 31, 2022$61.9 million $0.38 Feb. 17, 2023Feb. 24, 2023Jan. 1 – Mar. 31, 2023$37.5 million $0.23 May 18, 2023May 25, 2023Apr. 1 – Jun. 30, 2023$56.7 million $0.35 Aug. 23, 2023Aug. 30, 2023Jul. 1 – Sep. 30, 2023$30.6 million $0.19 Nov. 21, 2023Nov. 28, 2023Oct. 1 – Dec. 31, 2023$35.5 million $0.22 Feb. 21, 2024Feb. 28, 2024Working capital, defined as total current assets less total current liabilities, was $143.9 million at December 31, 2023 compared to $171.2 million at December 31, 2022. The decrease in working capital in 2023resulted from a decrease in cash and cash equivalents of $51.2 million, a decrease in derivative financial assets of $3.8 million, an increase in current portion long-term debt of $0.7 million, a decrease incapitalized voyage expenses of $0.3 million, an increase in other current liabilities of $0.2 million and an increase in deferred shipping revenues of $0.2 million, partly offset by an increase in accountsreceivable and accrued revenues of $16.4 million, a decrease in accounts payable and accrued expenses of $8.9 million, an increase in prepaid expenses of $3.0 million and an increase in bunker inventory of$0.7 million. We believe that our working capital is sufficient for our present requirements. The cash and cash equivalents were $74.7 million at December 31, 2023 and $125.9 million at December 31, 2022. In2023, net cash provided by operating activities was $251.4 million, net cash used in investing activities was $125.0 million (comprising $128.1 million related to investment in vessels, partly offset by $3.3million related to proceeds from sale of derivatives), and net cash used in financing activities was $177.8 million (comprising $309.9 million related to repayment of long-term debt, $186.7 million related tocash dividends paid, $18.8 million related to purchase of treasury shares and $1.4 million related to repayment of the principal element of lease liability, partly offset by $339.6 million related to issuance oflong-term debt ).Working 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 in working capital in 2022resulted 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, a decrease in derivative financial liabilities of $7.0million, an increase in prepaid expenses of $4.4 million and an increase in derivative financial assets of $3.8 million, partly offset by an increase in current portion long-term debt of $19.8 million and anincrease in accounts payable and accrued expenses of $9.7 million. We believe that our working capital is sufficient for our present requirements. The cash and cash equivalents were $125.9 million atDecember 31, 2022 and $60.7 million at December 31, 2021. In 2022, net cash provided by operating activities 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 to acquisition of subsidiary, net of cash paid, partly offset by $9.9 million related to investment in vessels) and net cash used infinancing activities was $173.3 million (comprising $131.8 million related to repayment of long-term debt, $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 the principal element of lease liability, partly offset by $4.0 million related to issuance of long-term debt).In 2023, net cash provided by operating activities was $251.4 million compared to $127.9 million in 2022. The increase resulted from net income of $161.4 million in 2023 compared to net income of $62.0million in 2022, an increase of $99.4 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 $14.4 millionrelated to depreciation and amortization, a decrease of $0.9 million related to compensation related to options and restricted stock, a decrease of $0.6 million related to impairment of equity accountedinvestment, partly offset by a decrease of $19.5 million related to gain on sale of vessels and $15.5 million related to fair value on derivative financial liabilities. Further, changes in operating assets andliabilities were $3.5 million and resulted from changes in accounts receivable and accrued revenues of $12.3 million, capitalized voyage expenses of $1.7 million, deferred shipping revenues of $0.9 millionand prepaid expenses of $0.5 million, partly offset by accounts payable and accrued expenses of $10.8 million and $1.1 million related to bunker inventory.39Table of ContentsIn 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 loss of $11.5 million in2021, 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 todepreciation 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 on derivative 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 on accounted investment. Further, changes in operating assets and liabilities were $3.1million 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 byaccounts receivable and accrued revenues of $28.4 million, prepaid expenses of $4.1 and $1.0 million related to capitalized voyage expenses.Net cash used in investing activities was $125.0 million in 2023 compared to net cash provided by investing activities of $110.5 million in 2022. In 2023, investing activities related to investment in vessels of$128.1 million, partly offset by $3.3 million related to proceeds from sale of derivatives. Net cash provided by investing activities was $110.5 million in 2022 compared to net cash used in investing activitiesof $86.5 million in 2021. In 2022, investing activities related to proceeds from sale of vessels of $112.4 million and $8.3 million related to acquisition of subsidiary, net of cash paid, partly offset by $9.9 millionrelated to investment in vessels.Net cash used in financing activities was $177.8 million in 2023 compared to $173.3 million in 2022. In 2023, financing activities related to repayment of long-term debt of $309.9 million, $186.7 million relatedto cash dividends paid, $18.8 million related to purchase of treasury shares and $1.4 million related to repayment of the principal element of lease liability, partly offset by $339.6 million related to issuance oflong-term debt. 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 the principal elementof lease liability, partly offset by $4.0 million related to issuance of long-term debt.We had $428.7 million of total debt outstanding at December 31, 2023, compared to $396.7 million at December 31, 2022 and $522.3 million at December 31, 2021.During 2024, three of our vessels are scheduled to be drydocked and capital expenditures related to these drydockings are estimated to be $8.3 million. We plan to finance the planned capital expendituresthrough our 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 the provisions of our securedcredit facilities. Because the following is only a summary, it does not contain all information that you may find useful.40Table of ContentsDanish 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 term loan facilitybetween 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 CreditFacility”). 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 with Danish Ship Finance A/S. The refinancingwas in direct continuation to the original loan and is a five-year term loan with final maturity in November 2025. Borrowings bore interest at a rate equal to LIBOR + 2.00% and are repayable in 10semiannual installments of $1.2 million each and a final payment of $24.3 million at final maturity. In October 2023, the Company entered into an amended and restated agreement in relation to the LIBORcessation. The credit facility bears interest at a rate equal to SOFR plus CAS plus a margin of 2.00%.The Danish Ship Finance 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 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 or consolidating with otherentities 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 thevessel that secures the Danish Ship Finance 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, shallmaintain a value adjusted tangible 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 leastthe higher 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 market valuations of theCompany’s vessels (as determined quarterly by an approved broker).Credit 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 a rate equal to SOFR + 2.05% and isrepayable 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.The Credit 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, a first-prioritypledge 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 covenant requiring that at all times thecharter-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 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, unencumberedconsolidated 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 to reflect the difference between the carrying amount and the market valuations of the Company’s vessel (as determined quarterly by an approved broker). The Credit AgricoleCredit Facility contains covenants 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 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, ING and SEB, aslenders, several wholly owned 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 Nordeaas 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 to quarterly reductions down to $45 million.41Table of ContentsIn 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 boreinterest at a rate equal to LIBOR + 1.90%. In June 2023, the Company entered into an amended and restated agreement in relation to the LIBOR cessation. The credit facility bears interest at a rate equal toSOFR plus CAS plus a margin of 1.90%, and the facility has final maturity in January 2027.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 of 2022 and the salegenerated 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. In June 2022 and September 2022, theCompany prepaid $23.1 million and $50 million, respectively, under the Nordea Credit Facility. The voluntary prepayments were made under the revolving credit facility tranches and may be re-borrowed. InDecember 2022, the Company prepaid $23.7 million under the Nordea Credit Facility and the prepayment was made for all regular installments for 2023. In December 2023, the Company prepaid $23.7 millionunder the Nordea Credit Facility and the prepayment was made for all regular installments for 2024. The outstanding amount is repayable in quarterly installments of $5.9 million from March 2025, with thefinal payment of $40.9 million in addition to the last installment of $5.2 million due in the first quarter of 2027. Additionally, the facility includes an uncommitted incremental facility of $250 million.The Nordea 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 and intercompanyclaims, 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 facility contains covenants that prohibitthe borrowers from, among other things, incurring additional indebtedness without the prior consent of the lenders, permitting liens on assets, merging or consolidating with other entities or transferring allor any substantial part of their assets to another person. The credit facility also contains a covenant requiring that at all times the charter-free market value of the vessels that secure the credit facility be noless 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, thevalue adjusted tangible net worth shall be at least 25% of the value 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 as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterly by oneapproved broker).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, Credit Agricole, DanishShip Finance and SEB, as lenders, 10 wholly owned special-purpose vessel-owning subsidiaries as borrowers, and DHT Holdings, Inc., as guarantor. The facility refinanced the outstanding amount underthe $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 asborrowers, and DHT Holdings, Inc. as guarantor (the “ABN AMRO Credit Facility”). Borrowings bear interest at a rate equal to SOFR plus a margin of 1.90%, including the historical CAS of 26 basispoints, and is repayable in quarterly installments of $6.3 million with maturity in January 2029.In the third quarter of 2023, the Company drew down $55 million under the revolving credit facility, which was applied towards the delivery of DHT Appaloosa and general corporate purposes. Further, theCompany entered into a $45 million senior secured credit facility under the incremental facility, with ING, Nordea, ABN AMRO, Danish Ship Finance and SEB, as lenders, a wholly owned special-purposevessel-owning subsidiary of the Company as borrower, and DHT Holdings, Inc., as guarantor. Borrowings bear interest at a rate equal to SOFR plus a margin of 1.80% and is repayable in quarterlyinstallments of $0.75 million with maturity in January 2029. The draw down of the $45 million senior secured credit facility was applied to repay the revolving credit facility.The ING 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 and intercompany 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 facility contains a covenant requiring that at alltimes 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 aconsolidated basis, shall maintain a value adjusted tangible net worth of $300 million, value adjusted tangible net worth shall be at least 25% of value adjusted total assets and unencumbered consolidatedcash of 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 the difference between the carrying amount and the marketvaluations of the Company’s vessels (as determined quarterly by an approved broker).42Table of ContentsAGGREGATE CONTRACTUAL OBLIGATIONSAs of December 31, 2023, our long-term contractual obligations were as follows: 2024 2025 2026 2027 2028 Thereafter Total Long-term debt 1 $65,665 $110,503 $77,736 $93,407 $64,638 $143,919 $555,867 Total $65,665 $110,503 $77,736 $93,407 $64,638 $143,919 $555,867 1 Amounts shown include contractual installment and interest obligations on $235.2 million under the ING Credit Facility, $93.5 million under the Nordea Credit Facility, $44.3 million under the incrementalING Credit Facility, $35.0 million under the Credit Agricole Credit Facility and $29.1 million under the Danish Ship Finance Credit Facility. The interest obligations have been determined using a SOFR of5.33% per annum plus margin plus CAS, if any. The interest on $235.2 million is SOFR + 1.90%, the interest on $93.5 million is SOFR + CAS + 1.90%, the interest on $44.3 million is SOFR + 1.80%, theinterest on $35.0 million is SOFR + 2.05% and the interest on $29.1 million is SOFR + CAS + 2.00%. The interest on the balance outstanding is payable quarterly, except for the Danish Ship Finance CreditFacility which is payable semiannually. We have also included commitment fees for the undrawn $141.9 million Nordea Credit Facility and the undrawn $51.1 million of the ING Credit Facility.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 our vessel operatingexpenses, vessel capital expenditures, interest payments and contractual installments under our secured credit facilities, insurance premiums, vessel taxes, general and administrative expenses and othercosts, and any other working capital requirements for the short term. Our longer-term liquidity requirements include increased repayment of the principal balance of our secured credit facilities. We mayrequire new borrowings or issuances of equity or other securities to meet this repayment obligation. Alternatively, we can sell assets and use the proceeds to pay down debt.MARKET 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 contain interest rates thatfluctuate with the financial markets. Our interest expense is affected by changes in the general level of interest rates, particularly SOFR. As an indication of the extent of our sensitivity to interest ratechanges, a one percentage point increase in SOFR would have increased our interest expense for the year ended December 31, 2023 by $4.4 million based upon our debt level as of December 31, 2023.There were no material changes in market risk exposures from 2021 to 2023.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 in currencies otherthan 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 a transaction denominated in a foreigncurrency is consummated and the date on which it is either settled or translated, are recognized. Expenses incurred in foreign currencies against which the U.S. dollar falls in value can increase, therebydecreasing 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 resources spent to stayupdated on technological developments, new regulations and market developments are expensed as general and administrative expenses.43Table of ContentsD.Trend InformationSee “Item 5. Operating and Financial Review and Prospects - Market Outlook for 2024.”E.Critical Accounting EstimatesOur financial statements for the fiscal years 2023, 2022 and 2021 have been prepared in accordance with International Financial Reporting Standards, or “IFRS,” as issued by the International AccountingStandards 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 adiscussion of the accounting policies that involve a higher degree of judgment and the methods of their application. For a complete description of all our material accounting policy information, see Note 2to our consolidated financial statements for December 31, 2023, included as Item 18 of this report.Revenue RecognitionDuring 2023, 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 “capitalized voyage expenses” for costs related tothe transportation of the vessel to the load port from its previous destination if they qualify as fulfillment costs under IFRS 15.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, primarily bunkerexpenses, are capitalized 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 satisfying performanceobligations in the future and (iii) the costs are expected to be recovered. Capitalized voyage expenses are amortized between load port and discharge port.The Company adopted IFRS 16 Leases with effect from January 1, 2019. IFRS 16 introduced a comprehensive model for the identification of lease arrangements and accounting treatments for both lessorsand 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-lease component, which is theoperation and maintenance of the ship. Technical management service components are accounted for in accordance with IFRS 15 and the lease components are accounted 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 of revenue 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,. New regulations,market deterioration or other future events could reduce the economic lives assigned to our vessels and result in higher depreciation expense and impairment losses in future periods. The carrying value ofeach vessel represents its original cost at the time it was delivered from the shipyard less depreciation calculated using an estimated useful life of 20 years from the date such vessel was originally deliveredfrom the shipyard plus the cost of drydocking and 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 costless depreciation calculated using 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 suchvessel’s 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 ofthe 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 of 15 years are docked every fiveyears and vessels older than 15 years are docked every 2.5 years.44Table of ContentsCarrying 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 market value at any point intime since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of constructing new vessels. Historically, both charter rates and vessel values have beencyclical. The carrying amounts of vessels held and used by us are reviewed for potential impairment or reversal of prior impairment charges whenever events or changes in circumstances indicate that thecarrying amount of a particular vessel may not accurately reflect the recoverable amount of a particular vessel. Each of the Company’s vessels have been viewed as a separate CGU as the vessels havecash inflows that are largely independent of the cash inflows from other assets and therefore can be subject to a value in use analysis. In instances where a vessel is considered impaired, it is written downto its recoverable amount. Given the significance of these assets to our financial reporting, an impairment charge and/or reversal of previously recognized impairments could have a material impact on theCompany’s financial reporting. Management continuously monitors both external and internal factors to determine if there are indicators that the vessels may be impaired or, in case of previouslyrecognized impairment, that there are indicators that this may be reversed. The factors evaluated in the assessment include the carrying amount of net assets compared to market capitalization, the changesin market rates affecting the Company’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 Companyhad any plans to dispose of an asset before the previously expected date of disposal, and whether any evidence suggests that the economic performance of an asset was, or would be, worse thanexpected. To the extent it is determined that indicators of impairment and/or reversal of previously recognized impairment exist, the value in use is estimated for the respective vessels. A reversal of apreviously recognized impairment loss is recorded only to the extent there has been an increase in the estimated service potential of an 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 they were made, suchassumptions 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 or future charter ratescould 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 to how long charter rates and vessel valueswill remain at their current levels or whether or when they will change by any significant degree. Charter rates may decline significantly from current levels, which could adversely affect our revenue andprofitability and future assessments of vessel impairment.For the year ended December 31, 2023, the Company performed an assessment using both internal and external sources of information and concluded there were no indicators of impairment or reversal ofprior 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 of impairment or reversal ofprior 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 of impairment or reversal ofprior impairment.The following chart sets forth our fleet information, purchase prices, carrying values and estimated charter free fair market values as of December 31, 2023.45Table of ContentsVesselBuiltVessel TypePurchase Monthand YearCarrying Value 1EstimatedCharter-Free FairMarket Value 2(Dollars in thousands) DHT Appaloosa2018VLCCJul. 2023 94,371 103,000DHT Mustang2018VLCCOct. 201864,630103,000DHT Bronco2018VLCCJul. 2018 63,866 103,000DHT Colt2018VLCCMay 2018 66,220 103,000DHT Stallion2018VLCCApr. 2018 66,203 103,000DHT Tiger2017VLCCJan. 2017 67,945 98,000DHT Harrier2016VLCCJan.2021 57,619 93,000DHT Puma2016VLCCAug. 2016 66,481 93,000DHT Panther2016VLCCAug. 2016 66,333 93,000DHT Osprey2016VLCCJan.2021 58,090 93,000DHT Lion2016VLCCMar. 2016 65,297 93,000DHT Leopard2016VLCCJan. 2016 64,299 93,000DHT Jaguar2015VLCCNov. 2015 64,203 88,000DHT Taiga2012VLCCSep. 2014 50,443 74,000DHT Opal2012VLCCApr. 2017 44,560 74,000DHT Sundarbans2012VLCCSep. 2014 49,364 74,000DHT Redwood2011VLCCSep. 2014 48,419 70,000DHT Amazon2011VLCCSep. 2014 46,699 70,000DHT Peony2011VLCCApr. 2017 39,299 66,000DHT Lotus2011VLCCJun. 2017 38,371 66,000DHT China2007VLCCSep. 2014 28,119 54,000DHT Europe2007VLCCSep. 2014 24,892 54,000DHT Bauhinia2007VLCCJun. 2017 22,640 54,000DHT Scandinavia2006VLCCSep. 2014 25,347 50,5001Carrying 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 and may not representthe 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 we could expect, if we decide to sell one ofour 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 indetermining if there are indicators of impairment; however, management does not believe that a broker value lower than book value in itself is an indicator of impairment. Management calculatesrecoverable amounts, using the value-in-use model, only when indicators of impairment exist. In connection with the vessels’ increasing age and market development, a decline in market value of thevessels could take place in 2025.As of December 31, 2023, all of our vessels had charter-free fair market value above their carrying value. The aggregate carrying value of vessels having charter-free market values that exceed theirrespective carrying values was $1,283.7 million, and the aggregate charter-free fair market value of such vessels was $1,965.5 million. Please see our risk factor under the heading “The value of our vesselsmay 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 value of our vessels. For additional information, referto Note 6 to our consolidated financial statements for December 31, 2023, included as Item 18 of this report.SAFE HARBORApplicable 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.46Table of ContentsITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A.DIRECTORS AND SENIOR MANAGEMENTThe following table sets forth information regarding our executive officers and directors:Name Age PositionErik A. Lind 68 Class III Director and ChairmanEinar Michael Steimler 75 Class II DirectorJoseph H. Pyne 76 Class II DirectorJeremy Kramer 62 Class I DirectorSophie Rossini 42 Class III DirectorAna Zambelli 51 Class I DirectorSvein Moxnes Harfjeld 59 President & Chief Executive OfficerLaila Cecilie Halvorsen 49 Chief Financial OfficerSet 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 managementfocusing primarily on the maritime shipping sector. Mr. Lind was, until April 2022, the Chief Executive Officer of Oceanic Finance Group Limited (formerly known as Tufton Oceanic Finance 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 Skaugen ASA. Mr. Lind has also held senior andexecutive positions with Manufacturers Hanover Trust Company and Oslobanken. Mr. Lind currently serves on the board of Oceanic Finance Group Limited, Stratus Investments Limited and on theadvisory 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 2000 to 2015, he was the Chief Executive Officer of Tankers International and hewas instrumental in the formation of Tanker (UK) Agencies, the commercial agent to Tankers International. He served as chairman of Tanker (UK) Agencies from 2013 to 2015. From 2013 to 2023,Mr.Steimler served as a non-executive director on the board of Eneti Inc., previously named Scorpio Bulkers Inc. From 1998 to 2010, Mr. Steimler served as a Director of Euronav and he was also ManagingDirector of Euronav 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, a Norwegian shipbrokerage 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 a resident and citizen of Norway.Joseph 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 director since 1988. He servedas 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 as President of Kirby Inland Marine, LP, KirbyCorp.’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 ofthe 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 previously served on the Board of Directors of Golar LNG Partners and served as Chairman of its Conflicts Committee. He also served on the Board ofDirectors of 2020 Bulkers Ltd. Mr. Kramer was a Senior Portfolio Manager in the Straus Group at Neuberger Berman from 1998 to 2016, managing equity portfolios primarily for high net worth clients. Priorto that, he worked at Alliance Capital from 1994 to 1998, first as a Securities Analyst and then as a Portfolio Manager focused on small and mid-cap equity securities. Mr. Kramer also managed a closed-endfund, the Alliance Global Environment Fund. He worked at 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. from Connecticut College. Mr. Kramer is a resident and citizen of the U.S.47Table of ContentsSophie Rossini–Director. Mrs. Sophie Rossini is Deputy Head of Public Markets within the Discretionary business at Man Group. She previously held the position of Head of Business Management ofMan AHL, working closely with the senior management team to set and deliver MAN AHL’s strategic goals, and ensuring smooth operational management. Prior to this, she was the Head of Relative Valuewithin Man’s external multi-manager business. Before joining Man Group in August 2008, she was at Atlas Capital. Mrs.Rossini holds a Master in Banking and Financial Techniques from the University ofParis Assas. Mrs. Rossini is a resident of the United Kingdom and a citizen of France.Ana Zambelli–Director. Ms. Ana Zambelli brings significant experience with more than 20 years in the energy sector in operational, commercial and finance roles. Ms. Zambelli served as a ManagingDirector in Brookfield’s Private Equity Group, responsible for business operations in Brazil, as Chief Commercial Officer at Maersk Drilling, Managing Director at Transocean, and President of the Braziliandivision of Schlumberger. Ms. Zambelli is an experienced board member and previously served on the respective Board of Directors of BRK Ambiental, Unidas, Aldo Solar, Petrobras, Braskem, and was thefounder and leader of the Diversity Committee at the Brazilian Petroleum Institute (IBP) from 2018 to present. Currently, Ms. Zambelli serves as an independent board member for Seadrill, Galp and BWEnergy. Ms. Zambelli graduated in mechanical engineering from the Federal University of Rio de Janeiro, and she holds a master’s degree in petroleum engineering from Heriot Watt University in the UK.She also has a postgraduate degree in Digital Business from Columbia University. Ms. Zambelli is a citizen and resident of Brazil.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 shipping industry. Prior tojoining DHT, he was with the BW Group, where he held senior management positions including Group Executive Director, CEO of BW Offshore, Director of Bergesen dy and Director of World-WideShipping. Previously, he held senior management positions at Andhika Maritime, Coeclerici and Mitsui O.S.K. He started his shipping career with The Torvald Klaveness Group. Mr. Harfjeld is a citizen ofNorway and a resident of the Principality of Monaco.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 FinanceManager for four years and later as Group Accounting Manager for nine years. Ms. Halvorsen served as Chief Accountant & Controller of DHT from September 2014 until she was appointed CFO in June2018. Ms. Halvorsen has more than 25 years of experience in international accounting and shipping. Ms. Halvorsen is a resident and citizen of Norway.B.COMPENSATIONDIRECTORS’ COMPENSATIONDuring the year ending December 31, 2023, we paid the members of our board of directors aggregate cash compensation of $670,500. In addition, in January 2024, our directors were awarded an aggregateof 125,000 shares of restricted stock pursuant to the 2022 Plan. We have no service contracts between us and any of our directors providing for benefits upon termination of their employment or service.EXECUTIVE COMPENSATION, EMPLOYMENT AGREEMENTSDuring the year ending December 31, 2023, we paid our executive officers aggregate cash compensation of $1,754,628 and accrued an aggregate amount of $124,592 for pension and retirement benefits. Inaddition, in January 2024, our executive officers were awarded an aggregate of 200,000 shares of restricted stock for the year 2023 pursuant to the 2022 Plan with certain vesting conditions.Executive Officer Employment AgreementsWe have entered into employment agreements with Mr. Harfjeld and Ms. Halvorsen (each, an “Executive Officer Employment Agreement” and collectively, the “Executive Officer EmploymentAgreements”) 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 described below.48Table of ContentsIn 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 termination agreements and hiscompliance with certain requests from us related to termination as well as with certain restrictive covenants, we will continue to pay Mr. Harfjeld’s base monthly salary and his monthly director fee forservice 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 employmentagreement). In the event that Mr. Harfjeld terminates his employment within six months following a “change of control” (as defined in his employment agreement) for “good reason” (as defined in hisemployment agreement), then we will continue to pay Mr. Harfjeld his base monthly salary and his monthly director fee for services as a director of DHT Management S.A.M., in arrears on a monthly basisfor 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 employmentwithin six months following a change of control for good reason, he will be entitled to his target bonus (as provided for in his employment agreement), prorated for the actual period he has worked duringthe year of termination, and all of his granted but unvested shares will vest immediately and become exercisable, provided that if there is no applicable target bonus, the bonus payment will be calculated as100% of salary and director fees. Despite Mr. Harfjeld’s employment agreement providing that he will be compensated in both salary and director fees, in respect of 2022 and 2023, Mr. Harfjeld wascompensated entirely 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 salary through the firstanniversary of such date of termination. In the event that Ms. Halvorsen terminates her employment following a change of control (as defined in her employment agreement) as a consequence of thechange in control, we will continue to pay her base salary through the first anniversary of such date of termination.Pursuant 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 the agreements, and fora 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 to his employment agreement, that allintellectual 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 in accordance with theindemnification provisions related to our officers and directors in our bylaws.Incentive Compensation PlanWe 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 meeting on 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 and independentcontractors (including prospective directors, officers, employees, consultants and independent contractors) and (ii) enabling such individuals to participate in the long-term growth and financial successof 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 commonstock that have been granted under the 2022 Plan is 871,070, 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.AwardsThe 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 stockoptions, or “NSOs,” restricted share awards, restricted stock units, or “RSUs,” cash incentive awards, dividend equivalents and other equity-based or equity-related awards.49Table of ContentsPlan administrationThe 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 ofthe 2022 Plan and applicable law, the compensation committee has sole and plenary authority to administer the 2022 Plan, including, but not limited to, the authority 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 by awards, (iv) determine the terms and conditions of anyawards, including vesting schedules and performance criteria, (v) amend or replace an outstanding award in response to changes in tax law or unforeseen tax consequences of such awards and (vi) makeany other determination and take any other action that the compensation committee deems necessary or desirable for the administration of the 2022 Plan.Shares available for awardsSubject 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 an award grantedunder 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 be available to be delivered pursuant toawards 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 the 2022 Plan andawards 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 PlanSubject 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, the 2022 Plan may beamended, modified or terminated by our board of directors without the approval of our stockholders, except that stockholder approval will be required for any amendment that would (i) increase themaximum number of shares of our common stock available for awards under the 2022 Plan or increase the maximum number of shares of our common stock that may be delivered pursuant to ISOs grantedunder the 2022 Plan or (ii) modify the requirements for participation under the 2022 Plan. No modification, amendment or termination of the 2022 Plan that is adverse to a participant will be effective withoutthe consent of the affected participant, unless otherwise provided by the compensation committee in the 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 orretroactively; provided, however, that, unless otherwise provided in the 2022 Plan or by the compensation committee in the applicable award agreement, any such waiver, amendment, alteration,suspension, discontinuance, cancellation or termination that would materially and adversely impair the rights of any participant to any award previously granted will not to that extent be effective withoutthe consent of the affected participant, holder or beneficiary.Change of controlThe 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 in connection with thechange 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 of control;50Table 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 as of immediatelyprior 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 been attained; 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 to such change ofcontrol.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 power of our thenoutstanding voting securities entitled to vote generally in the election of directors.Term of the 2022 PlanNo 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 PRACTICESBOARD OF DIRECTORSOur 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 the NYSE applicable toU.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 so in 2024.We have no service contracts between us and any of our directors providing for benefits upon termination of their employment or service.Our 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. Einar Michael Steimler wasinitially appointed in March 2010. Mr. Joseph H. Pyne was initially appointed in September 2015. Mr. Jeremy Kramer was initially elected in June 2017. Mrs. Sophie Rossini was initially appointed inNovember 2020. Ms. Ana Zambelli was initially appointed in February 2024. The term of our Class III directors, Mr. Lind and Mrs. Rossini, expires in 2024, the term of our Class II directors, Mr. Steimler andMr. Pyne, expires in 2025 and the term of our Class I directors, Mr. Kramer and Ms. Zambelli, expires in 2026. Mr. Kramer was re-elected as our Class I director at our annual stockholders meeting on June 15,2023. 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 ourannual stockholders meeting on June 23, 2021. Ms. Iman Hill did not stand for re-election at our annual stockholders meeting on June 15, 2023.BOARD COMMITTEESThe 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 internal accounting and financialcontrols); (ii) the integrity of our financial statements; (iii) our risk management systems and compliance with legal and regulatory requirements and ethical standards; (iv) significant financial transactionsand financial policy and strategy; (v) the qualifications and independence of our outside auditors; (vi) the performance of our internal audit function; and (vii) the outside auditors’ annual audit of ourfinancial statements. Mr. Erik Lind is our “audit committee financial expert” as that term is defined in Item 401(h) of Regulation S-K. The members of the audit committee are Mr. Kramer (chairperson), Mr.Lind and Mrs. Rossini.51Table of ContentsThe 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 the administration of ourcompensation plans, (iii) review and determine director compensation and (iv) prepare any report on executive compensation required by the rules and regulations of the SEC. The members of thecompensation committee are Mr. Pyne (chairperson), Mr. Steimler and Mr. Kramer.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 criteria approved by the board ofdirectors and recommend such individuals to the board of directors for nomination for election to the board of directors, (ii) make recommendations to the board of directors concerning committeeappointments, (iii) review and make recommendations for executive management appointments, (iv) develop, recommend and annually review our corporate governance guidelines and oversee corporategovernance matters and (v) coordinate an annual evaluation of the board of directors and its chairman. The members of the nominating and corporate governance committee are Mr. Steimler (chairperson),Mr. Lind, Mr. Pyne and Ms. Zambelli.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’s environmental,social and corporate responsibility matters. The members of the sustainability oversight committee are Mrs. Rossini (chairperson), Mr. Kramer and Ms. Zambelli.DIRECTORSOur 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 exact number of directorscomprising 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 ofdirectors only by the affirmative vote of holders of a majority of the outstanding common stock.D.EMPLOYEESAs of December 31, 2023, we had 1,212 employees, comprised of 1,106 seafarers and 106 shore-side staff employed through the subsidiaries in Monaco, Norway, Singapore and India, compared to 1,252employees as of December 31, 2022. Our shore-side employees are not represented by any collective bargaining agreements, while all onboard seafarers are represented by the vessel’s collectivebargaining agreements. We have never experienced a work stoppage.E.SHARE OWNERSHIPSee “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 be awarded restrictedshares of the Company.ITEM 7.MAJOR STOCKHOLDERS AND RELATED PARTY TRANSACTIONS A.MAJOR STOCKHOLDERSThe 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 filings with 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 15, 2024. We have one class of common stock outstanding, with each outstandingshare entitled to one vote. Our major stockholders do not have different voting rights.52Table of ContentsBeneficial 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 common stock issuable pursuantto options, warrants, convertible notes or other similar convertible or derivative securities that are currently exercisable or exercisable or convertible within 60 days are deemed to be outstanding and to bebeneficially owned by the person holding such options, warrants or notes for the purpose of computing the percentage ownership of such person, but are not deemed to be outstanding for the purpose ofcomputing 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 16.0%FMR LLC3 18,178,072 11.3%Dimensional Fund Advisors LP4 13,361,401 8.3% Directors Erik A. Lind 154,455 * Einar Michael Steimler 139,967 * Joseph H. Pyne 178,812 * Jeremy Kramer 71,332 * Sophie Rossini 75,826 * Executive Officers Svein Moxnes Harfjeld 1,047,621 * Laila Cecilie Halvorsen 185,309 * Directors and executive officers as a group (8 persons) 1,853,322 1.1% *Less than 1%1Calculated based on Rule 13d-3(d)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”), using 161,329,352 shares of common stock issued and outstanding as of March 15, 2024.2Based 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 of the reportingrequirements 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 common shares were issued to BW Group aspart of the 2016 Incentive Compensation Plan. On June 18, 2020, 32,445 common shares were issued to BW Group as part of 2019 Incentive Compensation Plan. All shares beneficially owned areshares of common stock.3Based on a Schedule 13G/A filed with the SEC on February 9, 2024, by FMR LLC, which, as investment manager, possesses the power to direct investments or power to vote shares owned byvarious investment companies, commingled group trusts and separate accounts. For purposes of the reporting requirements of the Exchange Act, FMR LLC was deemed to be a beneficial owner ofsuch shares as of February 9, 2024. As of February 9, 2024, FMR LLC possessed the sole power to vote or direct the vote of 18,174,883 shares and the sole power to dispose or to direct thedisposition of 18,178,072 shares. All shares beneficially owned are shares of common stock.4Based on a Schedule 13G/A filed with the SEC on February 9, 2024, by Dimensional Fund Advisors LP (“Dimensional”), which, as investment manager, possesses the power to direct investments orpower to vote shares owned by various investment companies, commingled group trusts and separate accounts. For purposes of the reporting requirements of the Exchange Act, Dimensional wasdeemed to be a beneficial owner of such shares as of February 9, 2024. As of February 9, 2024, Dimensional possessed the sole power to vote or direct the vote of 13,185,426 shares and the solepower to dispose or to direct the disposition of 13,361,401 shares. All shares beneficially owned are shares of common stock.53Table 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 foreign government or othernatural 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 date result in a change of control. As of March15, 2024, we had 21 shareholders of record, 19 of which were located in the U.S. and held an aggregate of 142,965,537 of our common shares, representing 88.62% 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 held 142,948,880 of our common shares as of March 15, 2024. Accordingly, we believethat the shares held by CEDE & CO. include common shares beneficially owned by both holders in the U.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 with a minorityposition 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 GroupOffering”), 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 BW Group 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 DHT voting stock, has expired (the “Standstill Expiration”) and certain rightsand obligations of and restrictions upon BW Group and its controlled affiliates under the IRA have been terminated. The provisions that remain in effect are, in each case, described below.Non-Coercive OffersOn 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 controlled affiliates arepermitted, 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. As defined 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 any financing condition, (ii) comply withapplicable 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 or the NASDAQ Stock Market with an aggregate publicfloat equal to or greater than that of our outstanding common stock (excluding shares held by BW Group, its controlled affiliates or any 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 common stock as displayed under the heading VWAP Bloomberg on Bloomberg (or, if Bloombergceases to publish such price, a successor service to be reasonably agreed) for the 10 trading days 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 an intention to commence such offer and (Z) the communication of such offer to our board of directors by BW Group, (v) be heldopen for a minimum of 45 days and (vi) include a minimum tender condition of at least 50% of our outstanding common stock not owned by BW Group, its controlled affiliates or any 13D group to whichany of them belongs.Shareholder Rights PlansPrior 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 antitakeover arrangement (collectively, an“Arrangement”), if such Arrangement would restrict BW Group from engaging in any transaction, or taking any action, otherwise permitted by the Standstill exceptions as outlined in the IRA. Therestrictions on such Arrangements under the IRA were terminated in connection with the BW Group Offering. Notwithstanding the Standstill Expiration, however, until BW Group ceases to hold at least10% of DHT common stock, we are not permitted to extend, declare or enter into any Arrangement that would restrict BW Group from consummating, or that would otherwise be triggered by, a Non-Coercive Offer by BW Group.54Table of ContentsMinority Representation on Board of Directors and CommitteesThe 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 two individuals thatBW 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 director nominees. However, BW Group is stillentitled one director nominee while 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 holdat 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 total number of members oneach committee.Interested Transactions Between DHT and BW GroupBW 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 nominated by BW Group beingrequired to recuse himself or herself from the deliberations. This prohibition on interested transactions remains in effect under the IRA following the BW Group Offering.Transfer LimitationsThe 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 BW Group’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 or exchange offer for shares of DHT capitalstock that our board of directors has not recommended that shareholders reject. The transfer limitations remain in effect under the IRA following the BW Group Offering.Minority Investor ProtectionsEffective 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 other transaction resulting in achange 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 by the holders of common stock is less thanthe 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 TRANSACTIONSAs 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 asa 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 technicalmanagement 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 wholly owned vessel-owningsubsidiaries as borrowers and guaranteed by DHT Holdings, Inc. A summary of these secured credit facilities can be found under “Item 5. Operating and Financial Review and Prospects—Liquidity andSources of Capital.”C.INTEREST OF EXPERTS AND COUNSELNot applicable.55Table of ContentsITEM 8.FINANCIAL INFORMATION A.CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION1.AUDITED CONSOLIDATED FINANCIAL STATEMENTSSee Item 18.2.THREE YEARS COMPARATIVE FINANCIAL STATEMENTSSee Item 18.3.AUDIT REPORTSSee Reports of Independent Registered Public Accounting Firm beginning on page F-2.4.LATEST AUDITED FINANCIAL STATEMENTS MAY BE NO OLDER THAN 15 MONTHSWe have complied with this requirement.5.INTERIM FINANCIAL STATEMENTS IF DOCUMENT IS MORE THAN NINE MONTHS SINCE LAST AUDITED FINANCIAL YEARNot applicable.6.EXPORT SALES IF SIGNIFICANTNot applicable.7.LEGAL PROCEEDINGSThe 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, personal injury, propertycasualty and environmental contamination. Under rules related to maritime proceedings, certain claimants may be entitled to attach charter hire payable to us in certain circumstances. There are no actionsor claims pending against us as of the date of this report.8.DIVIDENDSDHT intends to return 100% of its ordinary 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 not paydividends 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 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 dividendpolicy, additional borrowings or future issuances of securities, many of which will be beyond our control.The dividends paid related to the four quarters of 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 amountedto $0.02, $0.04, $0.04 and $0.38 per share of common stock, respectively. The dividends paid related to the four quarters of 2023 amounted to $0.23, $0.35, $0.19 and $0.22 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 a dividend. We do notexpect 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.”56Table of ContentsB.SIGNIFICANT CHANGESNone.ITEM 9.THE OFFER AND LISTING A.OFFER AND LISTING DETAILSOur common stock is listed for trading on the NYSE and is traded under the symbol “DHT.”B.PLAN OF DISTRIBUTIONNot applicable.C.MARKETS FOR STOCKOur common stock is listed for trading on the NYSE and is traded under the symbol “DHT.”D.SELLING SHAREHOLDERSNot applicable.E.DILUTION FROM OFFERINGNot applicable.F.EXPENSES OF OFFERINGNot applicable.ITEM 10.ADDITIONAL INFORMATION A.SHARE CAPITALNot applicable.B.ARTICLES OF INCORPORATION AND BYLAWSThe 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 the following is only asummary, it does not contain all information that you may find useful. For more complete information you should read our amended and restated articles of incorporation and amended and restated bylaws,each listed as an exhibit to this report.PURPOSEOur 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 be organized 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 our stockholders.We are registered in the Marshall Islands at the Registrar of Corporations for non-resident corporations, under registration number 39572.57Table of ContentsAUTHORIZED CAPITALIZATIONUnder 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 of preferred stock,par value $0.01 per share. As of December 31, 2023, we had 160,999,542 shares of common stock outstanding. As of March 15, 2024, we had 161,329,352 shares of common stock outstanding and no sharesof any class of preferred stock. As of December 31, 2023, neither we nor our subsidiaries hold any shares of common stock or any shares of any series of preferred stock.In March 2021, our board of directors approved a repurchase through March 2022 of up to $50 million of DHT securities through open market purchases, negotiated transactions or other means inaccordance with applicable securities laws. 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 ofdirectors approved 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 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 a repurchase throughMarch 2024 of up to $100 million of DHT securities through open market purchases, negotiated transactions or other means in accordance with applicable securities laws. In 2023, the Companyrepurchased and retired 2,209,927 shares of common stock in the open market at an average price of $8.49 per share. In March 2024, our board of directors approved a repurchase through March 2025 of upto $100 million of DHT securities through open market purchases, negotiated transactions or other means in accordance with applicable securities laws. The repurchase program may be suspended ordiscontinued at any time. Any shares of DHT common stock acquired by DHT will be available for reissuance.Description of Common StockThe 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 amended and restated articlesof incorporation generally require the affirmative vote of the holders of a majority of all outstanding shares entitled to vote. Amendments to our amended and restated bylaws require the affirmative vote ofa 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 any outstanding shares ofpreferred 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 dissolutionor 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 to the holders of preferred stock having liquidation preferences, ifany, 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 rightsto 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 ormay issue in the future. Our common 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 sharesin the future. 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 her ownership of aparticular 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 common stock, imposed byforeign law or by our amended and restated articles of incorporation or amended and restated bylaws.Description of Preferred StockOur 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 of preferred stock, theterms and rights of that series, including:•the designation of the series;•the number of shares of the series;58Table of Contents•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.DIRECTORSOur 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 exact number of directorscomprising 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 ofdirectors 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 this reason, or solelybecause 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 his or her vote is counted for suchpurpose, 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 of directors or the committee and the board of directorsor 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 constitutean act of the board of directors as defined in Section 55 of the BCA, by unanimous vote of the disinterested directors; (ii) the material facts as to his or her relationship or interest and as to the contract ortransaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract ortransaction is fair as to us as of the time it is authorized, approved or ratified by the board of directors, a committee thereof or the stockholders. Common or interested directors may be counted indetermining the presence of a quorum at a meeting of the board 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 the meetings of the boardof directors or of such committee and for services rendered to the Company.STOCKHOLDER MEETINGSUnder 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 the Marshall 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 directors may set a record date between 15 and60 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 PAYMENTUnder 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 made in the usual courseof 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 has the right to dissent and receive paymentfor his or her shares if the amendment alters certain rights in respect of those shares. The dissenting stockholder must follow the procedures set forth in the BCA to receive payment. In the event that weand any dissenting stockholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the High Court of the Marshall Islands or in anyappropriate court in any jurisdiction in which our shares are primarily traded on a local or national securities exchange.59Table of ContentsSTOCKHOLDERS’ DERIVATIVE ACTIONSUnder 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 bringing the action is a holderof 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 DIRECTORSThe BCA authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their stockholders for monetary damages for breaches of directors’ 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 to the fullest extent permitted by law. InFebruary 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 certain expenses (includingattorneys’ fees and disbursements and court costs) to our directors and officers and carry directors’ and officers’ insurance providing indemnification for our directors, officers and certain employees forsome liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.The limitation of liability and indemnification provisions in our amended and restated articles of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuitagainst directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, ifsuccessful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors andofficers 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 BYLAWSSeveral provisions of our amended and restated articles of incorporation and amended and restated bylaws, which are summarized below, may have anti-takeover effects. These provisions are intended toavoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize stockholder value in connection with any unsolicited offerto acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of our Company by means of a tender offer, aproxy contest or otherwise that a stockholder may consider in its best interest or (2) the removal of incumbent officers and directors.Issuance of Capital StockUnder 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 by our stockholders, toissue any remaining authorized shares of blank check preferred stock and any remaining authorized shares of our common stock. Our board of directors may issue shares of preferred stock on termscalculated to discourage, delay or prevent a change of control of our Company or the removal of our management.Classified Board of DirectorsOur 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, servingstaggered, 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 from making a tender offer for ourshares 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 a majority of our board of directors for two years.60Table of ContentsElection and Removal of DirectorsOur 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 of directors to giveadvance written notice of nominations for the election of directors. Our amended and restated articles of incorporation also provide that our directors may be removed only for cause and only upon theaffirmative 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 anddirectors. 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 not proposed byour 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 than 120 days prior to the anniversarydate 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 before or after such anniversary date, notice by thestockholder must be given not later than 10 days following the earlier of the date on which notice of the annual general meeting was mailed to stockholders or the date on which public disclosure of thedate 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 on which notice of thespecial 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 not properly 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 such removal isapproved 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 the intention to remove the directorand 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 the motion for his removal.Limited Actions by StockholdersOur 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 effected at an annual orspecial meeting of stockholders or by the unanimous written consent of our stockholders. Our amended and restated articles of incorporation and our amended and restated bylaws provide that, subject tocertain exceptions, our chairman or chief executive officer, at the direction of the board of directors or holders of not less than one-fifth of all outstanding shares, may call special meetings of ourstockholders and the business transacted at the special meeting is limited to the purposes stated in the notice. Accordingly, a stockholder may be prevented from calling a special meeting for stockholderconsideration of a proposal over the opposition of our board of directors and stockholder consideration of a proposal may be delayed until the next annual meeting.TRANSFER AGENTThe registrar and transfer agent for our common stock is Equiniti Trust Company, LLC.LISTINGOur common stock is listed on the NYSE under the symbol “DHT.”COMPARISON OF REPUBLIC OF THE MARSHALL ISLANDS CORPORATE LAW TO DELAWARE CORPORATE LAWOur 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 resemble provisions of thecorporation 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 tobe interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few court cases interpreting the BCA in the Marshall Islandsand we cannot predict whether Marshall Islands courts would reach the same conclusions as U.S. courts. Thus, you may have more difficulty in protecting your interests in the face of actions by themanagement, directors or controlling stockholders than would stockholders of a corporation incorporated in a U.S. jurisdiction which has developed a substantial body of case law. The following tableprovides a comparison between the statutory provisions of the BCA and the Delaware General Corporation Law relating to stockholders’ rights.61Table of ContentsMarshall 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 the bylaws, orif 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 shall state theplace, date and hour of the meeting and indicate that it is being issued by or at the direction ofthe person calling the meeting • Whenever stockholders are required to take action at a meeting, a written notice of the meetingshall state the place, if any, date and hour of the meeting and the means of remotecommunication, if any • A copy of the notice of any meeting shall be given personally or sent by mail not less than 15nor more than 60 days before meeting • Written notice shall be given not less than 10 nor more than 60 days before the meeting Stockholder’s Voting Rights Any action required to be taken by a meeting of stockholders may be taken without a meeting ifunanimous consent is in writing and is signed by all the stockholders entitled to vote on the subjectmatter Any action which may be taken at any meeting of stockholders may be taken without a meeting, ifconsent is in writing and signed by the holders of outstanding stock having not less than theminimum number of votes that would be necessary to authorize such action at a meeting at which allshares entitled to vote thereon were present and voted Any person authorized to vote may authorize another person or persons to act for him by proxy 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 to vote, inperson or by proxy, constitutes a quorum. In no event shall a quorum consist of fewer 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 number ofmembers 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 of shares entitledto vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shallconstitute a quorumMarshall Islands Delaware The certificate of incorporation may provide for cumulative voting62Table of ContentsDirectors 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 byaction of the board Number of board members shall be fixed by the bylaws, unless the certificate of incorporation fixesthe number of directors, in which case a change in the number shall be made only by amendment ofthe certificate of incorporation If the board of directors is authorized to change the number of directors, it can only do so by anabsolute majority (majority of the entire board) Dissenter’s Rights of Appraisal Stockholders have a right to dissent from a merger or sale of all or substantially all assets not madein the usual course of business, and receive payment of the fair value of their shares Appraisal rights shall be available for the shares of any class or series of stock of a corporation in amerger or consolidation A holder of any adversely affected shares who does not vote on or consent in writing to anamendment to the articles of incorporation has the right to dissent and to receive payment for suchshares if the amendment: • Alters or abolishes any preferential right of any outstanding shares having preference; • Creates, alters, or abolishes any provision or right with respect to the redemption of anyoutstanding shares; • Alters or abolishes any preemptive right of such holder to acquire shares or other securities;or • Excludes or limits the right of such holder to vote on any matter, except as such right may belimited by the voting rights given to new shares then being authorized of any existing or newclass Stockholder’s Derivative Actions An action may be brought in the right of a corporation to procure a judgment in its favor, by aholder of shares or of voting trust certificates or of a beneficial interest in such shares orcertificates. It shall be made to appear that the plaintiff is such a holder at the time of bringing theaction and that he was such a holder at the time of the transaction of which he complains, or that hisshares 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 the transaction ofwhich he complains or that such stockholder’s stock thereafter devolved upon such stockholder byoperation of law63Table of ContentsMarshall Islands Delaware Complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of suchaction by the board or the reasons for not making such effort Such action shall not be discontinued, compromised or settled without the approval of the HighCourt 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 a value of lessthan $50,000 C.MATERIAL CONTRACTSOther than the Executive Officer Employment Agreements, our charters, our guarantees for certain of our subsidiaries, the Danish Ship Finance Credit Facility, the Credit Agricole Credit Facility, the NordeaCredit 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 other than contracts entered into in theordinary course of business.D.EXCHANGE CONTROLSNone.E.TAXATIONThe 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, ownership and disposition ofour 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 as financial institutions, regulatedinvestment companies, real estate investment trusts, tax-exempt organizations, insurance companies, persons holding our common stock or preferred stock as part of a hedging, integrated, conversion orconstructive sale transaction or a straddle, traders in securities that have elected the mark-to-market method of accounting for their securities, certain U.S. expatriates, persons required to accelerate therecognition of any item of gross income with respect to debt securities as a result of such income being recognized on an applicable financial statement, persons liable for alternative minimum tax, personswho are investors in pass-through entities, persons required to recognize any item of gross income as a result of such income being recognized on an applicable financial statement, dealers in securities orcurrencies and investors whose functional currency is not the U.S. dollar) may be subject to special rules.REPUBLIC OF THE MARSHALL ISLANDS TAX CONSIDERATIONSThe 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 currentMarshall 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 to holders of our common stock orpreferred stock.U.S. FEDERAL INCOME TAX CONSIDERATIONSWE RECOMMEND THAT YOU CONSULT WITH YOUR OWN TAX ADVISORS CONCERNING THE OVERALL TAX CONSEQUENCES ARISING IN YOUR OWN PARTICULAR SITUATION UNDER U.S.FEDERAL, STATE, LOCAL OR FOREIGN LAW OF THE OWNERSHIP OR DISPOSITION OF OUR COMMON STOCK.64Table of ContentsThis 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 of which are subject tochange at any time, possibly on a retroactive basis.Taxation of Our Operating IncomeOur 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 as branches ratherthan as separate corporations.U.S. Taxation of Our Shipping IncomeFor 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 or bareboat charterbasis, from the participation in a pool, partnership, strategic alliance, joint operating agreement, code sharing arrangement or other joint venture we directly or indirectly own or participate in that generatessuch 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 discussedbelow, our U.S. source gross transportation income would be subject to a 4% U.S. federal income tax imposed without allowance for deductions. Shipping income attributable to transportation exclusivelybetween 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.; and2.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 grants an“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. corporationsor 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 Section 883 of the Code ifeither 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 difficult or impossible for us to establish thatwe 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” on an establishedsecurities 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 country exceeds the number of shares in eachsuch class that is traded during that year on established securities markets in any other single country. We believe that our common stock is, and will continue to be, “primarily traded” on the NYSE, whichis 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 our preferred stock, ifany, 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 common stock will be treated as “regularlytraded” on the NYSE for purposes of the Publicly Traded Test if:65Table of Contents(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 toas the “trading threshold test”;(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 “tradingfrequency 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 stock outstandingduring 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 not satisfy these tests inthe 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 a market in such stock. Because ourcommon 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 the vote and value ofsuch 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 suchstock, referred to as the “5 Percent Override Rule.” In order to determine the persons who actually or constructively own 5% or more of the vote and value of our common stock (“5% Stockholders”), weare 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 investmentcompany identified on a Schedule 13G or Schedule 13D filing which is registered under the Investment Company 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 of factualcircumstances 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 we can establish that amongthe closely held group of 5% Stockholders, there are sufficient 5% Stockholders that are considered to be “qualified stockholders” for purposes of Section 883 of 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 days during the taxable year. In any year that the 5 Percent OverrideRule is triggered with respect to our common stock, we will be eligible for the exemption from tax under Section 883 of the Code only if (i) we can nevertheless satisfy the Publicly Traded Test, which wouldrequire 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 certainsubstantiation requirements regarding the identity and certain other aspects of our stockholders which generally would require that we receive certain statements from certain of our direct and indirectstockholders. These requirements are onerous and there is no assurance 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 thefuture, including in 2024, 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 orbusiness, 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 fortransportation that begins or ends in the U.S. would be treated as U.S. source gross transportation income, the effective rate of U.S. federal income tax on such gross shipping income would be 2%.66Table of ContentsIf 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 aU.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% “branchprofits tax” on such earnings, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of our U.S. trade or business.We 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 “effectively connected” 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 published schedule withrepeated 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 of business 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 a U.S. federalcorporate 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 in transportation that produces shippingincome of this type.U.S. Taxation of Gain on Sale of VesselsRegardless 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 saleis 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. for this purpose if title to the vessel, and riskof 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 be considered 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 or arrangement that istreated 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 which is 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 trust and one or more U.S. persons havethe 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.If 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 generally depend on thestatus 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 is urged to consult its own tax advisor.67Table of ContentsDistributions on Our Common StockSubject 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 as ordinary 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 tax principles (“E&P”). Distributions in excess ofsuch 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 (determined separately for each share) on a dollar-for-dollar basis andthereafter as capital gain. U.S. Holders that are corporations will generally not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. Dividends paid withrespect to our common stock will generally be treated as “passive income” for purposes of computing 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 is taxable to suchU.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 in the U.S. (such as the NYSE), whichwe 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 (see the discussion below); (iii) the U.S. Non-CorporateHolder has owned the common stock for more than 60 days in the 121-day period beginning 60 days before the date on which such common stock becomes ex-dividend (and has not entered into certainrisk limiting transactions with respect to such common stock); and (iv) the U.S. Non-Corporate Holder is not under an obligation to make related payments with respect to positions in substantially similaror related property. Any dividends we pay out of E&P which are not eligible for the preferential tax rates will be taxed at ordinary income rates in the hands of a U.S. Non-Corporate Holder. Special rulesmay apply to any “extraordinary dividend” generally, a dividend in an amount which is equal to or in excess of 10% of a stockholder’s adjusted basis (or fair market value in certain circumstances) in ashare 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 Holderfrom the subsequent sale or exchange 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 commonstock will be eligible 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 StockProvided 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 an amount equal to thedifference 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 or loss will be treated as long-term capitalgain 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 or loss 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 generally eligible for a current maximum 20% preferential tax rate. A U.S. Holder’s ability todeduct capital losses against income is subject to certain limitations.PFIC Status and Significant Tax ConsequencesSpecial 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 Holderswould 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 a rental 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, rental income wouldgenerally constitute “passive income” unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business.68Table of ContentsWe 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 than rental 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 the production of that income would notconstitute passive assets. Consequently, based upon our actual and projected income, assets and activities, we believe it is more likely than not that we are not currently a PFIC and will not become a PFICin 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 derived from time charteringactivities 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 Appeals for the Fifth Circuit has held that, forpurposes of a different set of rules under the Code, income derived from certain time chartering activities should be treated as rental income rather than services income. However, the IRS stated that itdisagrees with the holding of this Fifth Circuit case, and that income from time chartering activities should be treated as services income. We have not sought, and we do not expect to seek, an IRS rulingon this matter. Accordingly, no assurance can be given that the IRS or a court will accept this position, and there is a risk that the IRS or a court could determine that we are a PFIC. No assurance can begiven that this result will not occur. In addition, although we intend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, we cannotassure you that the nature of our operations will not change in the future, 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 be required to file IRSForm 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. Holder directly or indirectly owns exceedscertain 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 anelection 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 be able 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 advisor regarding the PFIC rules, including the annual PFICreporting requirement.Taxation of U.S. Holders of a PFIC Making a Timely QEF ElectionIf 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 to report each year forU.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 not exceed our E&P for the taxable year andwould 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, regardless of whether or not distributions were received from us bythe Electing Holder. Any such income inclusions would not be eligible for the current maximum 20% preferential tax rates applicable to qualified dividend income as discussed above. The Electing Holder’sadjusted 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 acorresponding reduction in the adjusted tax basis in such common stock and would not be taxed again once distributed. An Electing Holder would not, however, be entitled to a deduction for its pro ratashare of any losses that we incurred with respect to any year. An Electing 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 to any 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 forany taxable year, we would notify all 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. Holdermakes a QEF election 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 for which we are a PFIC.69Table of ContentsTaxation of U.S. Holders of a PFIC Making a “Mark-to-Market” ElectionAlternatively, 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 tosuch 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 treated as “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, of the fair marketvalue 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 an ordinary loss in respect of theexcess, 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 extent of the net amount previously included in income asa 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 or loss amount. Gain realized on the sale, exchange or other dispositionof our common stock would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common stock would be treated as ordinary loss to the extent that suchloss does not exceed the net mark-to-market gains previously included by the U.S. Holder in income.Taxation of U.S. Holders of a PFIC Not Making a Timely QEF or “Mark-to-Market” ElectionFinally, 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-Electing Holder,” would besubject 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 a taxable year in excess of 125% of theaverage annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for such common stock), and (ii) any gainrealized 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 would be taxed asordinary 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 interest charge for thedeemed 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 in connection withits 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 successor generally 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 if we were a PFIC in a prior taxable year during which theholder held our common stock and for which the holder did not make a QEF election.Medicare TaxA 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 “net investment 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 of individuals 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’s gross interest income and dividend income and net gains fromthe disposition of our common stock, unless such interest, dividends or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists ofcertain passive or trading activities). A U.S. Non-Corporate Holder is urged to consult the holder’s own tax advisor regarding the applicability of the Medicare tax to the holder’s ownership of our commonstock.70Table of ContentsU.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 an entity orarrangement that is treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder.Distributions on Our Common StockNon-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 or dividend income iseffectively 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 thosedistributions, that income is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the U.S.Sale, Exchange or Other Taxable Disposition of Our Common StockNon-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 applicable U.S. income tax treatywith 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 otherdisposition 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 the same manner as discussed in theprevious 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 tax purposes, your E&P that is attributable to the effectivelyconnected income, which is subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable U.S. income tax treaty.Tax Return Disclosure RequirementsIndividual 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 certain specified foreignfinancial 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 to certain exceptions (including anexception for foreign assets held in accounts maintained by U.S. financial institutions). Stock of a non-U.S. corporation, including our common stock, is a specified 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 advisor regarding the filing of this form.Backup Withholding and Information ReportingIn 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 requirements if 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.71Table 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 or W-8IMY, asapplicable.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 and information reportingunless 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 thesales 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 to you 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 information reporting requirements or backup withholding will not apply if the broker has documentaryevidence in its records that you are a non-U.S. person and certain other conditions are met, or you otherwise establish an exemption. Backup withholding is not an additional tax. Rather, you generally mayobtain a credit or refund of any amounts withheld under backup withholding rules that exceed your income tax liability by timely filing a refund claim with the IRS.F.DIVIDENDS AND PAYING AGENTSNot applicable.G.STATEMENT OF EXPERTSNot applicable.H.DOCUMENTS ON DISPLAYThe 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 qualified in its entirety byreference 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 information can be inspectedand 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 may be obtained from the PublicReference 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) that contains reports, proxy and informationstatements 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 insider short-swing profitdisclosure 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 common stock with reportsannually containing consolidated financial statements audited by independent accountants. We also intend to file quarterly unaudited financial statements under cover of Form 6-K.I.SUBSIDIARY INFORMATIONNot applicable.J.ANNUAL REPORT TO SECURITY HOLDERSNot applicable.72Table of ContentsITEM 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 facilities bear interest at arate equal to SOFR plus a margin. Increasing interest rates could affect our future profitability. In certain situations, we may enter into financial instruments to reduce the risk associated with fluctuations ininterest rates. A one percentage point increase in SOFR would have increased our interest expense for the year ended December 31, 2023 by $4.4 million based upon our debt level as of December 31, 2023($0.9 million in 2022). We have only immaterial currency risk since all income and the majority of 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. We seek to diversifythe credit risk on our cash deposits by spreading the risk among various financial institutions. The majority of our cash is held by Nordea, DNB, OCBC, Credit Agricole, CFM Indosuez, ABN AMRO,Citibank and United Overseas Bank. Historically, the tanker markets have been volatile as a result of the many conditions and factors that can affect the price, supply and demand for tanker 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 iscurrently 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 consolidated financial statementsincluded elsewhere in this report.ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES Not applicable.73Table of ContentsPART IIITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES None.ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS Not applicable.ITEM 15.CONTROLS AND PROCEDURES A.DISCLOSURE CONTROLS AND PROCEDURESAs of the end of the fiscal year ended December 31, 2023 (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 our disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) intended to ensure that information required to be disclosed by DHT in reports that we file 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 and communicated 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 were effective to providereasonable assurance that material information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periodsspecified in the rules and forms of the SEC. Our management has concluded that the consolidated financial statements included in this Annual Report fairly present, in all material respects, our financialposition, 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, 2023.B.MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGIn 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 maintenance of adequate internalcontrol over financial reporting for the Company. Internal control over financial reporting is a process that includes numerous controls designed to provide reasonable assurance regarding the reliability offinancial reporting, and the preparation and presentation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s system of internalcontrol over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositionsof the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accountingprinciples, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assuranceregarding 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. Management has performedan assessment of the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2023 based on the provisions of Internal Control-Integrated Framework issued by theCommittee of Sponsoring 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, 2023.74Table of ContentsC.ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRMThe effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young AS, an independent registered public accounting firm. Their report appears inItem 18 beginning on page F‑2.D.CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTINGThere have been no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2023 that have materially affected, or are reasonably likely to materiallyaffect, 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,” as determined inaccordance with the rules of the NYSE.ITEM 16B.CODE OF ETHICS We 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 chief financial officer (ourprincipal accounting officer). In September 2023, we revised our Code of Business Conduct and Ethics to clarify our policy regarding relationships with government personnel and the prohibition ofretaliation against any person or employee who has reported illegal or unethical behavior in good faith. We have posted this Code of Ethics to our website at www.dhtankers.com, where it is publiclyavailable. The information contained on or connected to our website is not a part of this annual report.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, 2023 and 2022.Fees 2023 2022 Audit Fees 1 $584,869 $459,956 Audit-Related Fees 2 44,307 37,018 Tax Fees 3 8,935 - All Other Fees - - Total $638,111 $496,673 1Audit fees for 2023 and 2022 represent fees for professional services provided in connection with the audit of our consolidated financial statements as of and for the periods ended December 31,2023 and 2022, respectively.2Audit-related fees for 2023 consisted of $44,307 in respect of quarterly procedures. Audit-related fees for 2022 consisted of $37,018 in respect of quarterly procedures.3Tax fees for 2023 represent fees for professional services provided in connection with tax compliance.The 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 and associated fees.Engagements for proposed services either may be separately pre-approved by the audit committee or entered into pursuant to detailed pre-approval policies and procedures established by the auditcommittee, as long as the audit committee is informed on a timely manner of any engagement entered into on that basis. The audit committee separately pre-approved all engagements and fees paid to ourIndependent Registered Public Accounting Firm, Ernst & Young AS, in the fiscal years ended December 31, 2023 and 2022.75Table of ContentsITEM 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 2023 - $- - $50.0 February 2023 - - - 50.0 March 2023 - - - 100.0 April 2023 - - - 100.0 May 2023 - - - 100.0 June 2023 1,072,344 8.25 1,072,344 91.2 July 2023 249,739 8.46 249,739 89.0 August 2023 - - - 89.0 September 2023 887,844 8.80 887,844 81.2 October 2023 - - - 81.2 November 2023 - - - 81.2 December 2023 - - - 81.2 Total 2,209,927 $8.49 2,209,927 $81.2 1These shares were repurchased under the authorized share repurchase program of up to $100 million covering the period from March 2023 to March 2024, approved by our board in March 2023.ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT Not applicable.ITEM 16G.CORPORATE GOVERNANCE We 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 ofIncorporation and Bylaws,” our corporate governance practices do not significantly differ from those followed by U.S. companies listed on the NYSE. A general summary of the material differencesbetween the BCA and the General Corporations Law of the State of Delaware is set forth under “Item 10.B. Additional Information—Articles of Incorporation and Bylaws—Comparison of Republic of theMarshall Islands Corporate Law to Delaware Corporate Law” above.Statement 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 NYSE listing 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 differences between our corporate governancepractices and the practices required by the NYSE. We believe that our established practices in the area of corporate governance are in line with the spirit of the NYSE standards and provide adequateprotection to our stockholders. There are no significant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies.76Table of ContentsITEM 16H.MINE SAFETY DISCLOSURE Not applicable.ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable.ITEM 16J.INSIDER TRADING POLICIES Not applicable.ITEM 16K.CYBERSECURITY Cybersecurity Risk Management and StrategyParts of our business depend on the secure operation of our computer systems to manage, process, store and transmit information. We recognize the importance of assessing, identifying and managingmaterial risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. Our processes for assessing, identifying and managing material risks from cybersecuritythreats include cybersecurity review of systems and applications, reviews of our cybersecurity policies, assistance of consultants, third party assessments and the implementation of various forms of ITsecurity.Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes. Our processes also address cybersecurity threat risks associated with our use of third-party service providers, including those who have access to our data or our systems. In addition to our internal processes, we engage third-party cybersecurity consultants and experts to supplement ourinternal resources, as well as to help us assess, validate and enhance our security practices, including conducting cybersecurity maturity assessments and vulnerability assessments.Risks from identified cybersecurity threats include, among other things, operational risks, fraud, extortion, harm to employees or customers and violation of data privacy or security laws. We describewhether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents could materially affect us, including our business strategy, results of operations,or financial condition, under “Item 3.D. Risk Factors—Relating to Our Industry—A cyberattack could lead to a material disruption of our IT systems and the loss of business information, which may hinderour ability to conduct our business effectively and may result in lost revenues and additional costs” which is incorporated by reference into this Item 16K.Cybersecurity GovernanceCybersecurity is an important part of our risk management processes and an area of focus for our board of directors and management. Our audit committee is responsible for the oversight of risks fromcybersecurity threats. Members of the audit committee receive updates on a regular basis from senior management as part of our overall risk management systems and processes. Our board members alsoengage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs.77Table of ContentsPART IIIITEM 17.FINANCIAL STATEMENTS Not applicable.ITEM 18.FINANCIAL STATEMENTS The 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 this Annual Report:DHT Holdings, Inc. Consolidated Financial StatementsPage Reports of Independent Registered Public Accounting Firm - Ernst & Young AS (PCAOB ID: 1572)F-2Consolidated Statement of Financial Position as of December 31, 2023 and 2022F-4Consolidated Income Statement for the years ended December 31, 2023, 2022 and 2021F-5Consolidated Statement of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021F-6Consolidated Statement of Changes in Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021F-7Consolidated Statement of Cash Flow for the years ended December 31, 2023, 2022 and 2021F-8Notes to the Consolidated Financial Statements for the years ended December 31, 2023, 2022 and 2021F-9ITEM 19.EXHIBITS 1.1Amended 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. for themonth 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 of May 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 year endedDecember 31, 2014, Commission File Number 001-32640).2.1Description of DHT Holdings, Inc.’s Securities Registered Under Section 12 of the Exchange Act. (incorporated by reference to Exhibit 2.1 of the Annual Report on the Form 20-F ofDHT Holdings, Inc. for the year ended December 31, 2022, Commission File Number 001-32640).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 on Form 6-Kof DHT Holdings, Inc. for the month of April 2017, Commission File Number 001-32640).4.2Danish Ship Finance Credit Facility, dated October 27, 2023.4.3Credit 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., as guarantor, thelenders party thereto and Credit Agricole Corporate and Investment Bank, as Agent (incorporated by reference to Exhibit 4.3 of the Annual Report on the Form 20-F of DHT Holdings,Inc. for the year ended December 31, 2022, Commission File Number 001-32640).4.4Nordea Credit Facility, dated as of June 27, 2023, among the borrowers party thereto, DHT Holdings, Inc., as guarantor, the lenders party thereto and Nordea Bank Abp, filial i Norge, asAgent.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(incorporated by reference to Exhibit 4.5 of the Annual Report on the Form 20-F of DHT Holdings, Inc. for the year ended December 31, 2022, Commission File Number 001-32640).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 Annual Report onForm 20-F of DHT Holdings, Inc. for the year ended December 31, 2019, Commission File Number 001-32640).4.7Employment 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. forthe year ended December 31, 2018, Commission File Number 001-32640).78Table of Contents4.8Form 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).4.92019 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 incorporated herein byreference).4.102022 Incentive Compensation Plan (filed as Exhibit 4.11 of the Annual Report on Form 20-F of DHT Holdings, Inc. for the year ended December 31, 2022, Commission File Number 001-32640 and incorporated herein by reference).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.97.1Clawback Policy101.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 Linkbase79Table 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 its behalf.DHT HOLDINGS, INC.Date: March 20, 2024By:/s/ Svein Moxnes Harfjeld Name:Svein Moxnes Harfjeld Title:President & Chief Executive Officer(Principal Executive Officer)80Table 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-2Consolidated Statement of Financial Position as of December 31, 2023 and 2022F-4Consolidated Income Statement for the years ended December 31, 2023, 2022 and 2021F-5Consolidated Statement of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021F-6Consolidated Statement of Changes in Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021F-7Consolidated Statement of Cash Flow for the years ended December 31, 2023, 2022 and 2021F-8Notes to the Consolidated Financial Statements for the years ended December 31, 2023, 2022 and 2021F-9F-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, 2023 and 2022, the related consolidated income statements,statements of comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, andthe results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with International Financial Reporting Standards as issued by theInternational 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 financial reporting as ofDecember 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and ourreport dated March 20, 2024 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 publicaccounting 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 the applicable rules and regulations ofthe 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 the financialstatements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether dueto error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believethat 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 the audit committee andthat: (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 auditmatter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion onthe critical audit matter or on the accounts or disclosures to which it relates. Vessel impairment indicators Description of the MatterThe carrying value of the Company’s vessels was $1,284 million as of December 31, 2023. As explained in Notes 2 and 6 to the consolidated financialstatements, management assesses vessels for indicators of impairment at the end of each reporting period or whenever events or changes incircumstances indicate that the carrying value of a vessel may not be recoverable. Auditing management’s assessment of vessel impairment indicators was complex and required significant auditor judgment as management’sassessment of external and internal factors to determine whether impairment indicators exist is based on assumptions affected by expected futuremarket conditions. The potential impairment indicators with significant judgment were the developments in market 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 impairment indicatorreview 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’s methodology againstthe accounting guidance under IAS 36 Impairment of Assets. We tested the developments in market conditions by performing an independent analysisover changes in independent broker values, newbuilding prices, and recent acquisition activity for both new and second-hand Very Large CrudeCarriers (VLCC’s). We assessed the reasonableness of estimated daily charter rates by comparing them to historical charter rates developed by anindependent market research firm, and recent charter activity achieved within the DHT fleet. We tested the source information underlying theCompany’s weighted average cost of capital calculation as well as the mathematical accuracy of the model. We involved our valuation specialists toassist in developing a range of independent weighted average cost of capital estimates and compared those to the weighted average cost of capitalselected by management.We also assessed the adequacy of the potential vessel impairment indicator disclosures as included in Note 6 of the consolidated financial statements./s/ Ernst & Young ASWe have served as the Company’s auditor since 2021.Oslo, NorwayMarch 20, 2024F-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, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, DHT Holdings, Inc. (the Company) maintained, in all material respects, effective internalcontrol over financial reporting as of December 31, 2023, 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 2023 consolidated financial statements of the Company and ourreport dated March 20, 2024 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 financial reporting includedin the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reportingbased on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internalcontrol 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 and operating effectivenessof internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for ouropinion.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 financial statements forexternal purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to themaintenance 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 arerecorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, ordisposition 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 future periods are subject to therisk 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 20, 2024F-3Table of ContentsDHT Holdings, Inc.Consolidated Statement of Financial Position December 31, December 31, (Dollars in thousands)Note 2023 2022 ASSETS Current assets Cash and cash equivalents8,9 $74,738 $125,948 Accounts receivable and accrued revenues8,9 75,848 59,465 Capitalized voyage expenses4 2,549 2,799 Prepaid expenses11 13,557 10,550 Derivative financial assets 8 - 3,759 Bunker inventory12 33,806 33,069 Total current assets $200,498 $235,589 Non-current assets Vessels6 1,283,710 1,261,998 Advances for vessel upgrades6 10 4,583 Other property, plant and equipment6 6,649 4,949 Goodwill 16 1,356 1,356 Total non-current assets $1,291,725 $1,272,885 Total assets $1,492,223 $1,508,474 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued expenses7,8 20,493 29,398 Current portion long-term debt8,9 30,300 29,626 Other current liabilities8 1,418 1,178 Deferred shipping revenues4 4,394 4,172 Total current liabilities $56,605 $64,374 Non-current liabilities Long-term debt8,9 398,425 367,069 Other non-current liabilities 5,527 3,545 Total non-current liabilities $403,952 $370,614 Total liabilities $460,557 $434,988 Equity Common stock at par value10 1,610 1,627 Additional paid-in capital 1,228,254 1,243,754 Accumulated deficit (206,477) (180,664)Translation differences 201 138 Other reserves 3,566 3,623 Total equity attributable to the Company $1,027,153 $1,068,478 Non-controlling interest $4,513 $5,008 Total equity $1,031,667 $1,073,486 Total liabilities and equity $1,492,223 $1,508,474 The footnotes are an integral part of these consolidated financial statementF-4Table 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 2023 2022 2021 Shipping revenues3,4 $556,075 $450,381 $295,853 Other revenues4 4,481 3,764 - Total revenues $560,556 $454,146 $295,853 Gain on sale of vessels - 19,513 15,153 Other income4 - - 4,612 Operating expenses Voyage expenses11 (165,667) (185,502) (92,405)Vessel operating expenses11 (75,429) (73,809) (77,807)Depreciation and amortization6 (108,902) (123,255) (128,639)General and administrative expense11 (17,448) (16,889) (16,565)Total operating expenses $(367,447) $(399,455) $(315,416) Operating income $193,110 $74,204 $202 Share of profit from associated companies16 - 1,327 1,278 Interest income 4,485 1,076 6 Interest expense (33,061) (26,197) (25,727)Fair value gain/(loss) on derivative financial liabilities (504) 14,983 12,450 Other financial (expense)/income (1,984) (2,826) 645 Profit/(loss) before tax $162,046 $62,567 $(11,147) Income tax expense15 (649) (587) (360)Profit/(loss) for the year $161,397 $61,979 $(11,507)Attributable to the owners of non-controlling interest $43 $459 $14 Attributable to the owners of parent $161,353 $61,520 $(11,521) Attributable to the owners of parent: Basic earnings/(loss) per share $0.99 $0.37 $(0.07)Diluted earnings/(loss) per share $0.99 $0.37 $(0.07) Weighted average number of shares (basic)5 162,178,499 164,692,954 169,089,325 Weighted average number of shares (diluted)5 162,356,735 164,850,091 169,089,325 The footnotes are an integral part of these consolidated financial statementF-5Table 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 2023 2022 2021 Profit/(loss) for the year $161,397 $61,979 $(11,507)Other comprehensive income/(loss): Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit obligation, net of tax (494) (101) (92)Items that may be reclassified subsequently to profit or loss: Exchange gain/(loss) on translation of foreign currency denominated associate and subsidiary 115 101 (68)Total comprehensive income/(loss) for the period net of tax $161,017 $61,979 $(11,667) Attributable to the owners of non-controlling interest $95 $523 $14 Attributable to the owners of parent17 $160,922 $61,456 $(11,681)The footnotes are an integral part of these consolidated financial statementF-6Table 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, 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 Balance at January 1, 2023 162,653,339 $1,627 $1,243,754 $- $(180,664) $138 $3,623 $5,008 $1,073,486 Profit for the year 5 - - - - 161,353 - - 43 161,397 Other comprehensive income/(loss) - - - - (494) 63 - 52 (380)Total comprehensive income/(loss) - - - - 160,859 63 - 95 161,017 Cash dividends declared and paid 10 - - - - (186,672) - - (590) (187,262)Purchase of treasury shares 10 - - - (18,808) - - - - (18,808)Retirement of treasury shares 10 (2,209,927) (22) (18,786) 18,808 - - - - - Compensation related to options and restricted stock 10,11 556,130 6 3,285 - - - (57) - 3,233 Balance at December 31, 2023 160,999,542 $1,610 $1,228,254 $- $(206,477) $201 $3,566 $4,513 $1,031,667 1 Other reserves are related to share-based payments.The footnotes are an integral part of these consolidated financial statementF-7Table 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 2023 2022 2021 Cash flows from operating activities Profit/(loss) for the year $161,397 $61,979 $(11,507)Items included in net income not affecting cash flows: Depreciation and amortization 6 108,902 123,255 128,639 Amortization of deferred debt issuance cost 2,972 2,902 2,550 (Gain) / loss, disposal of property, plant and equipment 18 - - (Gain)/loss, sale of vessel - (19,513) (15,153)Fair value (gain)/loss on derivative financial liabilities 8 504 (14,983) (12,450)Impairment of equity accounted investment 16 - 637 - Compensation related to options and restricted stock 11 3,233 4,133 4,347 Net foreign exchange differences (32) (73) - (Gain)/loss modification of debt 8 (693) (669) (3,049)Share of profit in associated companies 16 - (1,327) (1,278)Changes in operating assets and liabilities: Accounts receivable and accrued revenues 8 (16,383) (28,703) (301)Capitalized voyage expenses 4 250 (1,403) (356)Prepaid expenses 11 (3,007) (3,537) 523 Accounts payable and accrued expenses 7 (5,232) 5,573 1,510 Deferred shipping revenues 4 222 (693) (11,372)Bunker inventory 12 (738) 327 (21,542)Net cash provided by operating activities $251,411 $127,906 $60,562 Cash flows from investing activities Investment in vessels 6 (128,081) (9,902) (174,558)Proceeds from sale of vessels 6 - 112,399 87,062 Purchase of non-controlling interest in subsidiary - (2) - Acquisition of subsidiary, net of cash paid 16 - 8,267 - Dividend received from associated company - - 1,031 Proceeds from sale of derivatives 3,256 - - Investment in other property, plant and equipment (152) (243) (48)Net cash (used in)/provided by investing activities $(124,977) $110,518 $(86,512) Cash flows from financing activities Cash dividends paid 10 (186,672) (19,679) (22,083)Dividends paid to non-controlling interest (590) - - Repayment principal element of lease liability 8 (1,424) (1,090) (611)Issuance of long-term debt 8,9 339,633 4,008 355,840 Purchase of treasury shares 10 (18,808) (24,758) (32,178)Repayment of long-term debt 8,9 (309,902) (131,825) (283,000)Net cash (used in)/provided by financing activities $(177,763) $(173,343) $17,967 Net (decrease)/increase in cash and cash equivalents (51,329) 65,081 (7,983)Net foreign exchange difference 119 209 - Cash and cash equivalents at beginning of period 125,948 60,658 68,641 Cash and cash equivalents at end of period 8,9 $74,738 $125,948 $60,658 Specification of items included in operating activities: Interest paid $ 29,480 $ 23,450 $ 23,196 Interest received $ 5,076 $ 1,481 $ 6 The footnotes are an integral part of these consolidated financial statementF-8Table of ContentsNotes to the Consolidated Financial Statementsfor the years ended December 31, 2023, 2022 and 2021Note 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’sprincipal executive office is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.The Company has 31 subsidiaries, of which 27 are wholly owned. Of the wholly owned subsidiaries, 17 are Marshall Island companies, seven are Cayman Islands companies, two are Singaporeancompanies and one is a Norwegian company. 17 Marshall Islands subsidiaries and seven Cayman Islands subsidiaries are vessel-owning companies (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 Monegasque company, in which the Company has a 99% ownership interest, a Singaporeancompany, in which the Company has a 53% ownership interest and its 100% subsidiaries, a Singaporean company and an Indian company, in each of which the Company indirectly has a 53% ownershipinterest.Our principal activity is the ownership and operation of a fleet of crude oil carriers. As of December 31, 2023 our fleet consisted of 24 very large crude carriers, or “VLCCs,” which are tankers ranging in sizefrom 270,000 to 320,000 deadweight tons, or “dwt.” Our fleet principally operates on international routes and has a combined carrying capacity of 7,479,177 dwt.With regards to amounts in the financial statements, these are shown in USD thousands.Note 2 – Material accounting policy informationStatement of complianceThe consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).Basis of preparationThe financial statements have been prepared on a historical cost basis.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 material accounting policy information is 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 the investee, is exposedor 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 of disposal, asappropriate.F-9Table 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 and transactions have beeneliminated 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.Investments in associatesAs of December 31, 2021, and up until May 31, 2022, DHT owned 50% of Goodwood Ship Management Pte. Ltd. (“Goodwood”) which was treated as an associate under the equity method. The Companyrecognized its share of Goodwood’s net income in “Share of profit from associated companies” for 2021 and the first five months of 2022.Business combinationsEffective May 31, 2022, DHT acquired an additional 3% equity interest in Goodwood, resulting in a total ownership of 53%. The acquisition of the additional shares was accounted for using the acquisitionmethod as a business combination achieved in stages, otherwise known as a step acquisition. The previously held equity interests in the acquiree were remeasured to fair value, and the resulting loss wasrecognized under other financial (expense)/income in the consolidated income statement.F-10Table of ContentsCash and cash equivalentsCash and cash equivalents are recorded at their nominal amount in the statement of financial position and comprise of cash deposits and cash on hand.VesselsVessels are stated at historical cost, less accumulated depreciation and accumulated impairment losses. Historical costs include expenditures that are directly attributable to the acquisition of thesevessels. Depreciation is calculated on a straight-line basis over the useful life of the vessels, taking residual values into consideration, and adjusted for impairment charges or reversal of prior impairmentcharges, if any.The Company reviews estimated useful lives and residual values each year with the effect of any changes in estimate accounted for on a prospective basis. The estimated useful life of the vessels maychange due to technological developments as well as environmental, legal and industry requirements. The Company believes 20 years to be a reasonable estimate for a vessel’s commercial life. Eachvessel’s residual value is equal to the product of its lightweight tonnage and an estimated scrap rate per ton.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 exhaust gas cleaningsystems are estimated to have a useful life of three years.Please refer to the Use of estimates section for further details.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” under Non-current assets upon completion of maintenance or completion 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 a straight-line basisfrom 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 related to ordinary maintenance performedduring drydocking are charged to the income statement as part of vessel operating expenses for the period which they are incurred.F-11Table of ContentsImpairment 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 carrying amount of aparticular 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 disposal based on third-party brokervaluations and its value in use and is determined for each individual asset, unless the asset does not generate cash inflows that are largely independent of those other assets or groups of assets. TheCompany views each vessel as a separate CGU. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverableamount. Such impairment is recognized in the income statement. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects currentmarket 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 recognized impairment loss isreversed 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 that would have been determined, had noimpairment loss been recognized in prior years. Such reversals are recognized in the income statement.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 acquiring the bunkers anddelivery cost less discounts. Bunker expenses are recognized as part of voyage expenses in the consolidated income statement upon consumption.Property, plant and equipment other than vessels and ROU assetsThe Company’s other property, plant and equipment consist mainly of the Company’s fixtures, furniture and computer equipment. The fixtures, furniture and computer equipment are stated at historicalcost less accumulated depreciation and any impairment charges. Depreciations are calculated on a straight-line basis over the asset’s expected useful life and adjusted for any impairment charges. Ordinaryrepairs and maintenance costs are charged to the income statement during the financial period in which they are incurred.Leases - DHT as lesseeThe Company assesses whether a contract is or contains a lease at inception of the contract. The Company currently has one category of lease related to leased office space in Monaco, Norway,Singapore and India where the Company is a lessee.The lease liability is initially measured at present value of the lease payments that are not paid at the commencement date. The right-of-use (“ROU”) assets comprise the initial measurement of thecorresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. The Company’s ROU assets are presented as part ofthe other property, plant and equipment in the statement of financial position.F-12Table 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 carrying amount to reflect thelease payments made. The ROU assets are measured at cost less accumulated depreciation and impairment losses.The Company remeasures the lease liability and makes a corresponding adjustment to the related ROU asset whenever the lease or the lease term changes.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 from delivery of thevessel 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 thespecified ship, and a non-lease component, which is the operation and maintenance of the ship. Technical management service components are accounted for in accordance with IFRS 15 Revenue fromContracts with Customers and the lease components are accounted for in accordance with IFRS 16 Leases. The service elements are recognized as revenue as the service is being delivered (over time) andthe timing of this coincides with timing of revenue recognized for the leasing element.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, ifany, is calculated and paid either monthly or on a voyage-by-voyage basis in arrears and recognized as revenue in the period in which it was earned.F-13Table 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.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 Companyrecognizes revenue when it transfers control of a product or service to a customer.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 the performance obligation.Voyage expenses, primarily bunker expenses, are capitalized between the previous discharge port, or contract date if later, and the next load port if they qualify as fulfilment cost. 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 be used in satisfyingperformance 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 delivery of the vessel tothe new owner.Financial liabilitiesFinancial liabilities, including debt, are initially measured at fair value, net of borrowing costs. Financial liabilities are subsequently measured at amortized cost using the effective interest method, withinterest 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 the rate that discountsestimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.F-14Table of ContentsFinancial assets (a)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 are short term. TheCompany regularly reviews its accounts receivables and estimates the amount of uncollectible receivables each period and establishes an allowance for uncollectible amounts. The amount of the allowanceis based on the age of unpaid amounts, information about the current financial strength of customers and other relevant information. (b)DerivativesThe Company has historically utilized interest rate swaps to convert part of its interest-bearing debt from floating to fixed rate.The derivatives were initially recognized at fair value at the date the derivative contract was entered into and was subsequently re-measured to their fair value at each reporting date. Any resulting gain orloss has been recognized in fair value gain/(loss) on derivative financial liabilities. The interest rate swaps did not qualify for hedge accounting.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 and reward of ownershipof 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, in which revenuesand 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 presentingthese consolidated financial statements, the assets and liabilities of the Company’s foreign operations are translated into U.S. dollars using exchange 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 fluctuate significantly during the period, in which case the exchange rates at the date of thetransactions are used. Exchange differences arising, if any, are recognized in other comprehensive income 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 does not have theunconditional 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 as current liabilities. Assets otherthan those described above are classified as non-current assets.The Company’s unconditional right to defer settlement for at least 12 months may be subject to complying with future covenants specified in our loan arrangements. There is a risk that those liabilitiescould become repayable within 12 months after the reporting date. The Company’s financial covenants are described in Note 9.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 operating decisions. Parties arerelated if they are subject to common control or common significant influence. Key management personnel of the Company are also related parties. All transactions between the related parties are recordedat estimated market value. See Note 13 for further information.F-15Table 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 requirements imposed by the MarshallIslands, the country in which it is incorporated.The subsidiaries acting as management companies domiciled in Monaco, Norway, Singapore and India 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 are recognized ondifferences 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 generallyrecognized for all temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can beutilized.Accumulated deficitAccumulated deficit is the cumulative amount of prior year profit and loss and dividends paid.Treasury sharesWhen the Company repurchases its own shares, the amount of the consideration paid, including directly attributable costs, is classified as treasury shares and recognized as a deduction from equity. Nogain or loss is recognized in profit or loss on the purchase or the retirement of shares.Additional paid-in capitalAdditional paid-in capital represents the excess amount paid over the par value of the shares issued.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 one segment based onthe nature and financial effects of the business activities which it engages and the economic environment in which it operates. The consolidated operating results are regularly reviewed by the Company’schief operating decision maker, the President & Chief Executive Officer, and the Company does not monitor performance by geographical areas.Fair value measurementA number of the Company’s accounting policies and disclosures require the measurement of fair values, both financial and non-financial assets and liabilities. Fair values are categorized into differentlevels in a fair value hierarchy based on the inputs used in the valuation techniques.Further information about the assumptions made in measuring fair values is included in the following notes: •Note 8 – Financial Instruments •Note 11 – Operating expensesF-16Table of ContentsUse of estimates and assumptionsThe preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanyingnotes. Actual results could differ from those estimates. Areas where significant estimates and assumptions 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-user requirements, costsrelated to maintenance and upgrades, technological development and competition as well as industry, environmental and legal requirements. In addition, residual value may vary due to changesin 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 go through adrydock 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 2.5 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 cash flows, we mustmake significant assumptions about future charter rates, future use of vessels, ship operating expenses, drydocking expenditures, utilization rates, fixed commercial and technical managementfees, residual value of vessels, the estimated remaining useful lives of the vessels, and the discount rate.Use of judgmentIn 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 the financialstatements: •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 other assets and thereforecan 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 impairment or reversal of prior impairment.Application of new and revised International Financial Reporting Standards (“IFRSs”)New and amended standards and interpretationsThe Company applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after January 1, 2023 (unless otherwise stated). The Company has notearly adopted any other standards, interpretation or amendment that has been issued but is not yet effective.Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2The amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements provide guidance and examples to help entities apply materiality judgements to accounting policy disclosures. Theamendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their “significant” accounting policies with a requirement todisclose their “material” accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The amendments have had animpact on the Company’s disclosures of accounting policies, but not on the measurement, recognition or presentation of any items in the Company’s financial statements.Definition of Accounting Estimates - Amendments to IAS 8The amendments to IAS 8 clarify the distinction between changes in accounting estimates, changes in accounting policies and the correction of errors. They also clarify how entities use measurementtechniques and inputs to develop accounting estimates. The amendments had no impact on the Company’s consolidated financial statements.Other amendments or new standards did not have a material impact on the Company´s consolidated 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 below list includes the newstandards 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 not the amount or timingof 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 by expectations about whetheran 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 reporting period, introduce a definition of “settlement” tomake clear that settlements refers to the transfer to the counterparty of cash, equity instruments, other assets or services and required disclosures.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 of the amendments,however, the adoption is not expected to have a material impact 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. The Company is organized and managed as one segment based onthe nature and financial effects of the business activities which it engages and the economic environment in which it operates. The consolidated operating results are regularly reviewed by the Company’schief operating decision maker, the President & Chief Executive Officer, and the Company does not monitor performance by geographical areas. F-17Table of ContentsEntity-wide disclosures Information about major customers: As of December 31, 2023, the Company had 24 vessels in operation of which five were on time charters and 19 were vessels operating in the spot market. For the period from January 1, 2023, to December 31, 2023, five customers represented $87,379 thousand, $84,493 thousand, $71,291 thousand, $57,641 thousand, and $39,676 thousand, respectively, of theCompany’s shipping revenues. The five customers in aggregate represented $340,480 thousand, equal to 61 percent of the shipping revenues of $556,075 thousand for the period from January 1, 2023, toDecember 31, 2023. 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 theCompany’s shipping revenues. The five customers in aggregate represented $223,131 thousand, equal to 50 percent of the shipping revenues of $450,381 thousand for the period from January 1, 2022, toDecember 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 theCompany’s shipping revenues. The five customers in aggregate represented $157,601 thousand, equal to 53 percent of the shipping revenues of $295,853 thousand for the period from January 1, 2021, toDecember 31, 2021. Note 4 – Charter arrangements The below table details the Company’s shipping revenues: (Dollars in thousands) 2023 2022 2021 Time charter revenues 1 $74,989 $75,790 $140,730 Voyage charter revenues 481,087 374,592 155,124 Shipping revenues $556,075 $450,381 $295,853 Other revenues 2 4,481 3,764 - Total revenues $560,556 $454,146 $ 295,853 1The majority of time charter revenues are presented in accordance with IFRS 16, while the portion of time charter revenues related to technical management services, equaling $18,961 thousand,$19,144 thousand and $36,384 thousand, for 2023, 2022 and 2021, respectively, is recognized in accordance with IFRS 15.2Other revenues mainly relate to technical management services provided.F-18Table of ContentsThe following summarizes the Company’s vessel employment as of December 31, 2023:Vessel Type of Employment Expiry VLCC DHT Appaloosa Spot DHT Mustang Spot DHT Bronco Spot DHT Colt Spot DHT Stallion Spot DHT Tiger Spot DHT Harrier Time charter Q4 2024 DHT Puma Time charter with profit sharing Q1 2026 DHT Panther Spot DHT Osprey Time charter Q2 2027 DHT Lion Spot DHT Leopard Time charter Q4 2027 DHT Jaguar Spot DHT Taiga Spot DHT Opal Spot DHT Sundarbans Time charter with profit sharing Q1 2025 DHT Redwood Spot DHT Amazon Spot 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 (not including any potential profit sharing) for the Company’s vessels on existing charters as of the reporting date are as follows:Year Amount 2024 $62,952 2025 39,721 2026 26,552 2027 17,847 Thereafter - Net charter payments $147,072 The future net charter payments were $95,873 thousand for the year ending December 31, 2022, and $79,942 thousand for the year ending December 31, 2021.Any extension periods, unless already exercised as of December 31, 2023, are not included in the table above. Time charter hire payments are not received when a vessel is off-hire, including off-hire relatedto normal periodic maintenance of the vessel. In arriving at the minimum future charter revenues, an estimated time for off-hire to perform periodic maintenance on each vessel has been deducted, althoughthere is no assurance that such estimate will be reflective of the actual off-hire in the future. F-19Table of ContentsOther incomeThere was no other income for 2023 or 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 Mutual War RiskInsurance 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 note 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 year due to the short-termnature of the advances. 2023 2022 2021 Deferred shipping revenues $4,394 $4,172 $4,865 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 closing balance of assetsrecognized from the costs to obtain or fulfil a contract was: 2023 2022 2021 Capitalized voyage expenses $2,549 $2,799 $1,395 During the twelve months of 2023, $2,799 thousand was amortized related to voyages in progress as of December 31, 2022, and $2,264 thousand was amortized related to the voyages in progress as ofDecember 31, 2023. No impairment losses were recognized in the period. 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 in progress as of December 31, 2022. No impairment losses were recognized in the period. During the twelve months of 2021, $1,039 thousand wasamortized related to voyages in progress as 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 inthe period.Concentration of risk As of December 31, 2023, five of the Company’s 24 vessels were chartered to three different counterparties and 19 vessels were operated in the spot market. 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. The Company believes that the concentration of risk is limited and can be adequately monitored.F-20Table 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 share assumes theexercise 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) 2023 2022 2021 Profit/(loss) for the period used for calculation of EPS - basic $161,353 $61,520 $(11,521)Profit/(loss) for the period used for calculation of EPS - dilutive $161,353 $61,520 $(11,521) Basic earnings per share: Weighted average shares outstanding - basic 162,178,499 164,692,954 169,089,325 Diluted earnings per share: Weighted average shares outstanding - basic 162,178,499 164,692,954 169,089,325 Dilutive equity awards 1 178,236 157,137 - Weighted average shares outstanding - dilutive 162,356,735 164,850,091 169,089,325 1In 2023, 2022 and 2021, equity awards of nil, nil and 77,546, respectively, were excluded from the calculation of the dilutive weighted average shares outstanding due to being antidilutive.Note 6 – Vessels, subsidiaries and other property, plant and equipment 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 of each of the vesselsubsidiaries 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 Company directly owns 53% of Goodwood providing technicalmanagement services. The following table sets out the details of the vessel subsidiaries included in these consolidated financial statements: CompanyVessel nameDwtFlag StateYear BuiltDHT Appaloosa Inc DHT Appaloosa318,918Hong Kong2018DHT 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 Taiga318,130Hong Kong2012DHT Opal IncDHT Opal320,105Hong Kong2012Samco Theta LtdDHT Sundarbans318,123Hong Kong2012Samco Kappa LtdDHT Redwood318,130Hong Kong2011Samco Eta LtdDHT Amazon318,130Hong Kong2011DHT Peony IncDHT Peony320,013Hong Kong2011DHT Lotus IncDHT Lotus320,142Hong Kong2011Samco Epsilon LtdDHT China317,794Hong Kong2007Samco Delta LtdDHT Europe317,713Hong Kong2007DHT Bauhinia IncDHT Bauhinia301,019Hong Kong2007Samco Gamma LtdDHT Scandinavia317,826Hong Kong2006Vessels (Dollars in thousands) Vessels Drydock EGCS1 Total Cost As of January 1, 2023 $1,834,769 $46,617 $51,871 $1,933,258 Additions 94,743 - - 94,743 Transferred from vessel upgrades - 11,159 22,758 33,917 Disposals - (9,040) - (9,040)As of December 31, 2023 $1,929,513 $48,736 $74,630 $2,052,878 Accumulated depreciation and impairment As of January 1, 2023 $(602,390) $(20,792) $(48,079) $(671,260)Charge for the period (87,688) (10,784) (8,477) (106,948)Disposals - 9,040 - 9,040 As of December 31, 2023 $(690,077) $(22,535) $(56,556) $(769,168) Net book value As of December 31, 2023 $1,239,435 $26,201 $18,074 $ 1,283,710 Cost As of January 1, 20222 $1,979,237 $ 54,368 $ 59,311 $ 2,092,917 Additions 96 (12) 3 86 Transferred from vessel upgrades 1,467 7,223 - 8,690 Disposals (146,031) (14,961) (7,443) (168,435)As of December 31, 2022 $1,834,769 $46,617 $51,871 $1,933,258 Accumulated depreciation and impairment As of January 1, 20222 $(573,817) $(17,766) $(33,488) $(625,071)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 $(602,390) $(20,792) $(48,079) $(671,260) Net book value As of December 31, 2022 $1,232,380 $25,826 $3,793 $1,261,998 Advances for vessel upgrades As of January 1, 2023 $- $ 2,807 $ 1,776 $ 4,583 Additions - 8,362 20,983 29,345 Transferred to vessels - (11,159) (22,758) (33,917)As of December 31, 2023 $- $10 $- $10 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 1Exhaust Gas Cleaning Systems (“EGCS”).2Correction of $72,687 thousand to reflect accurate historic cost and accumulated depreciation for remaining vessels. This correction of historical amounts has no impact on impairment, depreciation,net book value or any other income statements, cash flows or statements of financial position amounts in any of the periods presented.F-21Table 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 the product of itslightweight 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 our recycling policy. Capitalizeddrydocking 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 aredepreciated on a straight-line basis from the time of installation of the equipment to the end of the estimated useful life. Recycling policyIf 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 Kong Convention. It should besold in accordance with the “BIMCO Recyclecon” terms, “Standard Contract for the Sale of Vessels for Green Recycling” and with the commitment from the Buyer to provide the Company with certificationfrom the Ship Recycling Facility that its Ship Recycling Facility Plan is in compliance with and will be executed in accordance with the Hong 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 market value at any point intime since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of constructing new vessels. Historically, both charter rates and vessel values have beencyclical. The carrying amounts of vessels held and used by us are reviewed for potential impairment or reversal of prior impairment charges whenever events or changes in circumstances indicate that thecarrying amount of a particular vessel may not accurately reflect the recoverable amount of a particular vessel. Each of the Company’s vessels have been viewed as a separate CGU as the vessels havecash inflows that are largely independent of the cash inflows from other assets and therefore can be subject to a value in use analysis. In instances where a vessel is considered impaired, it is written downto its recoverable amount. Given the significance of these assets to our financial reporting, an impairment charge and/or reversal of previously recognized impairments could have a material impact on theCompany’s financial reporting. Management continuously monitors both external and internal factors to determine if there are indicators that the vessels may be impaired or, in case of previouslyrecognized impairment, that there are indicators that this may be reversed. The factors evaluated in the assessment include the carrying amount of net assets compared to market capitalization, the changesin market rates affecting the Company’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 Companyhad any plans to dispose of an asset before the previously expected date of disposal, and whether any evidence suggests that the economic performance of an asset was, or would be, worse thanexpected. To the extent it is determined that indicators of impairment and/or reversal of previously recognized impairment exist, the value in use is estimated for the respective vessels. A reversal of apreviously recognized impairment loss is recorded only to the extent there has been an increase in the estimated service potential of an 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 they were made, suchassumptions 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 or future charter ratescould 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 to how long charter rates and vessel valueswill remain at their current levels or whether or when they will change by any significant degree. Charter rates may decline significantly from current levels, which could adversely affect our revenue andprofitability and future assessments of vessel impairment.F-22Table of ContentsFor the years ending December 31, 2023, 2022 and 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. Pledged assets As of December 31, 2023, all of the Company’s 24 vessels were pledged as collateral under the Company’s secured credit facilities.Other property, plant and equipmentThe Company’s other property, plant and equipment line item in the consolidated statement of financial position mainly consists of right-of-use (“ROU”) assets, fixtures, furniture and computer equipment.The ROU assets relate to the Company’s leased office space in Monaco, Norway, Singapore and India where the Company is a lessee.(Dollars in thousands) 2023 2022 Right-of-use assets $5,693 $3,626 Other property, plant and equipment 956 1,323 Total other property, plant and equipment $6,649 $4,949 Note 7 – Accounts payable and accrued expenses Accounts payable and accrued expenses consist of the following: (Dollars in thousands) 2023 2022 Accounts payable $9,203 $14,580 Accrued interest 2,036 643 Accrued voyage expenses 4,829 8,019 Accrued employee compensation 3,306 2,391 Other1 1,120 3,764 Total accounts payable and accrued expenses $20,493 $29,398 1In 2022, other includes accrued operating expenses and accrued capital expenditures. In 2023, there were no accrued operating expenses and accrued capital expenditures. F-23Table of ContentsNote 8 – Financial instruments Categories of financial instruments (Dollars in thousands) Carrying amount Financial assets 2023 2022 Cash and cash equivalents 1, 3 $74,738 $125,948 Accounts receivable and accrued revenues 1 75,848 59,465 Derivative financial assets, current 2 - 3,759 Total financial assets $150,586 $189,172 Financial liabilities Accounts payables and accrued expenses 1 $20,493 $29,398 Current portion long term debt 1 30,300 29,626 Long term debt 1 398,425 367,069 Total financial liabilities $449,219 $426,094 1Amounts carried at amortized cost.2Amounts carried at fair value through profit or loss.3Cash and cash equivalents include $370 thousand in restricted cash in 2023 and $316 thousand in restricted cash in 2022, 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 is not viewed assignificant. 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 in credit risk; consequently, it isassumed that carrying value has no material deviation from fair value. Measurement of fair value In the statement of financial position, only derivatives were classified within a fair value measurement category and recognized at fair value. Fair value measurement is based on Level 2 in the fair valuehierarchy 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 fair value are observable. Future cashflows 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 variouscounterparties. Derivatives – interest rate swaps Notional amount Fair value - Financial asset (Dollars in thousands)Expires 2023 2022 2023 2022 Swap pays 2.987%, receive floatingApr. 20, 2023 $- $37,200 $- $202 Swap pays 3.012%, receive floatingApr. 20, 2023 - 37,200 - 200 Swap pays 3.019%, receive floatingSept. 29, 2023 - 25,609 - 365 Swap pays 3.019%, receive floatingSept. 29, 2023 - 24,695 - 351 Swap pays 2.8665%, receive floatingSep. 29, 2023 - 41,120 - 629 Swap pays 2.8785%, receive floatingJun. 30, 2023 - 35,539 - 357 Swap pays 2.885%, receive floatingSept. 29, 2023 - 40,478 - 623 Swap pays 2.897%, receive floatingSept. 30, 2023 - 35,717 - 544 Swap pays 3.020%, receive floatingSept. 29, 2023 - 34,033 - 488 Total carrying amount $- $311,590 $- $3,759 F-24Table of ContentsInterest-bearing debt Remaining Carrying amount (Dollars in thousands)Interest Maturity notional 2023 2022 Credit Agricole Credit FacilitySOFR + 2.05% 2028 $35,000 $34,097 $36,381 Danish Ship Finance Credit FacilitySOFR + CAS1 + 2.00% 2025 29,120 28,982 31,342 Nordea Credit FacilitySOFR + CAS2 + 1.90% 2027 93,521 90,594 113,043 ING Credit FacilitySOFR + 1.90% 2029 235,150 231,258 - ING Credit FacilitySOFR + 1.80% 2029 44,250 43,794 - ABN AMRO Credit Facility3 - - 215,929 Total carrying amount $437,041 $428,726 $396,696 1Credit Adjustment Spread (CAS) of 0.48%.2Credit Adjustment Spread (CAS) of 0.26%.3Outstanding under the ABN AMRO Credit Facility as of December 31, 2022, refinanced through the ING Credit Facility in January 2023. See Note 9 for further details.The difference between the remaining notional and carrying amount for each of the credit facilities is the capitalized borrowing cost, of which $4.3 million was capitalized in 2023.As of December 31, 2023, $141.9 million was undrawn under the Nordea Credit Facility and $51.1 million was undrawn under the ING 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 are principallysecured 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 thevessels, 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 which cash flows were, orfuture 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, 2023 Financing cashflows 1 Amortization Otherchanges 2 As ofDecember 31,2023 Bank loans 3 $396,696 $29,731 $2,972 $(673) $428,726 Office leases 4 3,938 (1,424) - 3,334 5,849 Total 5 $400,634 $28,307 $2,972 $2,661 $434,574 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 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 2023 and 2022 represent gains on modification of debt which includes previously capitalized fees. Other changes related to office leases for 2023represent lease modification and foreign exchange effects during the year related to IFRS 16 Leases. Other changes related to office leases for 2022 represent lease liabilities assumed through thebusiness combination (for more details see Note 16), lease modification, and foreign exchange effects during the year related to IFRS 16.3As of December 31, 2023, bank loans consist of current portion long-term debt of $30,300 thousand and long-term debt of $398,425 thousand. As of December 31, 2022, bank loans consist of currentportion long-term debt of $29,626 thousand and long-term debt of $367,069 thousand.4As of December 31, 2023, office leases consist of $1,418 thousand of current liabilities and $4,431 thousand of non-current liabilities. As of December 31, 2022, office leases consist of $1,178 thousandof current liabilities and $2,760 thousand of non-current liabilities. The remaining balance of non-current liabilities consists of pensions, deferred tax liability, and restoration cost related to office rental.5The reconciliation does not include interest rate swaps, which are described in Note 8.F-25Table 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 financial liabilities is to financethe 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, currencyrisk, commodity price risk and other price risk. Financial instruments affected by market risk are debt, bank 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 risk of changes ininterest rates relates primarily to the Company’s long-term debt with floating interest rates. 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, the analysis is preparedassuming the amount of liability outstanding at the reporting date was outstanding for the whole year.2023: 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, 2023 would decrease/increase by $2,185 thousand with a corresponding effect against equity; and ●other comprehensive income would not be affected. 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. F-26Table 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 only immaterial currency risksince 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 its operating activities(primarily for trade receivables) and from its financing activities, including deposits with banks and financial institutions. Credit risks related to receivablesDuring 2023, 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, 2023, five of the Company’s 24 vesselsare chartered to three different counterparties and 19 vessels are operated in the spot market. During 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 the Company’s 23 vesselsare 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 the Company’s 26 vesselsare chartered to five different counterparties and 19 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 its cash in different financial institutions. The Company holds the majority of its cash in Nordea, DNB, OCBC, CreditAgricole, CFM Indosuez, ABN AMRO, Citibank and United Overseas Bank. As of December 31, 2023, five customers represented $13,757 thousand, $11,963 thousand, $7,311 thousand, $6,235 thousand and $6,023 thousand, respectively, of the Company’s accounts 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) 2023 2022 Cash and cash equivalents $74,738 $125,948 Accounts receivable and accrued revenues 75,848 59,465 Maximum credit exposure $150,586 $185,412 F-27Table 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 charter hire, voyagerevenues and vessel operating expenses. Certain of our credit agreements contain financial covenants requiring that at all times the borrowings under the credit facilities plus the actual or notional cost ofterminating any of their interest rates swaps not exceed a certain percentage of the charter-free market value of the vessels that secure each of the credit facilities. Vessel values are volatile and a decline invessel 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. The SOFR interest spot rate at December 31, 2023 (and spot rate atDecember 31, 2022 for comparatives) is used as a basis for preparation.As of December 31, 2023 2 to 5 More than (Dollars in thousands) 1 year years 5 years Total Interest bearing loans $ 65,665 $ 346,283 $ 143,919 $ 555,867Total $65,665 $346,283 $143,919 $555,867 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 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 capital structure in light of currentand projected cash flows, the cyclicality and the relative strength or weakness of the shipping markets, new business opportunities and the Company’s financial commitments. In order to maintain or adjustthe capital structure, the Company may adjust or eliminate the dividends paid to shareholders, issue new shares or sell assets to reduce 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., as guarantor (the “CreditAgricole Credit Facility”) 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 a rateequal to SOFR + 2.05%, including the historical CAS, 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.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 less than 135% ofborrowings. Also, DHT covenants that, throughout the term of the Credit Agricole Credit Facility, DHT, on a consolidated basis, shall maintain a value adjusted tangible net worth of $300 million, the valueadjusted 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-bearingdebt and DHT, on a consolidated 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 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 of the balances of the Borrower’s bank accounts and a first-priority pledge over the shares in the Borrower. TheCredit Agricole Credit Facility contains covenants that prohibit the Borrower from, among other 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 any substantial part of their assets to another person. F-28Table 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 facility between andamong Danish Ship Finance A/S, as lender, a wholly owned special purpose vessel-owning subsidiary, as borrower, and DHT Holdings, Inc., as guarantor (the “Danish Ship Finance Credit Facility”). Thefull amount of the Danish Ship Finance Credit Facility was borrowed in November 2015. In April 2020, we agreed to a $36.4 million refinancing with Danish Ship Finance A/S. The refinancing was in directcontinuation to the original loan and is a five-year term loan with final maturity in November 2025. Borrowings bore interest at a rate equal to LIBOR + 2.00%. In October 2023, the Company entered into anamended and restated agreement in relation to the LIBOR cessation. The Danish Ship Finance Credit Facility bears interest at a rate equal to SOFR plus CAS plus a margin of 2.00%, and is repayable insemiannual installments of $1.2 million and a final payment of $24.3 million at final maturity.The Danish Ship Finance Credit Facility 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,insurances and 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 Finance CreditFacility contains covenants 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 at all 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, we covenant that, throughout the term of the Danish Ship Finance CreditFacility, 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% of 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 the difference betweenthe carrying amount and the market valuations 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 wholly owned 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 as agent. The Nordea Credit Facilityconsists 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 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 boreinterest at a rate equal to LIBOR + 1.90%. In June 2023, the Company entered into an amended and restated agreement in relation to the LIBOR cessation. The Nordea Credit Facility bears interest at a rateequal to SOFR plus CAS plus a margin of 1.90% and has final maturity in January 2027.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 of 2022 and the salegenerated 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. In June 2022 and September 2022, theCompany prepaid $23.1 million and $50 million, respectively, under the Nordea Credit Facility. The voluntary prepayments were made under the revolving credit facility tranches and may be re-borrowed. InDecember 2022, the Company prepaid $23.7 million under the Nordea Credit Facility and the prepayment was made for all regular installments for 2023. In December 2023, the Company prepaid $23.7 millionunder the Nordea Credit Facility and the prepayment was made for all regular installments for 2024.The outstanding amount is repayable in quarterly installments of $5.9 million from March 2025, with a finalpayment of $40.9 million in addition to the last installment of $5.2 million due in the first quarter of 2027. Additionally, the facility includes an uncommitted incremental facility of $250.0 million.F-29Table of ContentsThe Nordea 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 and intercompanyclaims, 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 facility contains covenants that prohibitthe borrowers from, among other things, incurring additional indebtedness without the prior consent of the lenders, permitting liens on assets, merging or consolidating with other entities or transferring allor any substantial part of their assets to another person. The credit facility also contains a covenant requiring that at all times the charter-free market value of the vessels that secure the credit facility be noless 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, thevalue adjusted tangible net worth shall be at least 25% of the value 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 as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterly by oneapproved 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 purposewholly owned vessel-owning subsidiaries as borrowers, and DHT Holdings, Inc. as guarantor (the “ABN AMRO Credit Facility”), for the financing of 11 VLCCs and two newbuildings. Borrowings boreinterest at a rate equal to LIBOR + 2.40%. 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 credit facility, through theING Credit Facility as described below.F-30Table 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, Credit Agricole, DanishShip Finance and SEB, as lenders, ten wholly owned special-purpose vessel-owning subsidiaries as borrowers, and DHT Holdings, Inc., as guarantor (the “ING Credit Facility”). The ING Credit 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 the historical CAS of 26basis points, and is repayable in quarterly installments of $6.3 million with maturity in January 2029.In the third quarter of 2023, the Company drew down $55 million under the revolving credit facility, which was applied towards the delivery of DHT Appaloosa and general corporate purposes. Further, theCompany entered into a $45 million senior secured credit facility under the incremental facility with ING, Nordea, ABN AMRO, Danish Ship Finance and SEB, as lenders, a wholly owned special-purposevessel-owning subsidiary of the Company as borrower and DHT Holdings, Inc. as guarantor. Borrowings bear interest at a rate equal to SOFR plus a margin of 1.80% and is repayable in quarterlyinstallments of $0.75 million with maturity in January 2029. The draw down of the $45 million senior secured credit facility was applied to repay the revolving credit facility.The ING 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 and intercompany 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 facility contains a covenant requiring that at alltimes 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 aconsolidated basis, shall maintain a value adjusted tangible net worth of $300 million, value adjusted tangible net worth shall be at least 25% of value adjusted total assets and unencumbered consolidatedcash of 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 the difference between the carrying amount and the marketvaluations 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 Preferred stock 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 Restricted stock issued 556,130 Retirement of treasury shares (2,209,927) Issued at December 31, 2023 160,999,542 Par value $0.01 $0.01 Number of shares authorized for issue at December 31, 2023 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.Preferred stockTerms and rights of preferred shares will be established by the board when or if such shares would be issued.Stock repurchasesIn 2023, the Company purchased 2,209,927 of its own shares in the open market for an aggregate consideration of $18.8 million, at an average price of $8.49 per share. All shares were retired upon receipt. In2022, 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 were retired upon receipt. In2021, 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 $5.82 per share. All shares were retired upon receipt.F-31Table of ContentsDividend payments Dividend payments as of December 31, 2023: Per sharePayment date: Total payment CommonFebruary 24, 2023$ 61.9 million $0.38May 25, 2023$ 37.5 million $0.23August 30, 2023$ 56.7 million $0.35November 28, 2023$ 30.6 million $0.19Total payments as of December 31, 2023$ 186.7 million $1.15Dividend payments as of December 31, 2022: Per share Payment date: Total payment CommonFebruary 24, 2022$ 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 $0.13Refer to Note 18 for the dividend paid after the reporting date. Note 11 – Operating expenses Voyage expenses(Dollars in thousands) 2023 2022 2021 Bunkers $133,332 $154,182 $72,925 Other voyage related expenses 32,335 31,320 19,480 Total voyage expenses $165,667 $185,502 $92,405 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 by the charterer,whereas voyage expenses for vessels operating in the spot market are paid by the Company. In 2023, the Company had a reduction in voyage expenses compared to 2022, and the decrease was mainly dueto lower bunker prices in 2023. In 2022, the Company had more vessels operating in the spot market than in 2021, thereby driving an increase in voyage expenses.Vessel operating expenses(Dollars in thousands) 2023 2022 2021 Operating expenses $68,554 $67,846 $71,609 Insurance 6,875 5,963 6,198 Total vessel operating expenses $75,429 $73,809 $77,807 Vessel operating expenses relate to crewing, maintenance, stores and spares and other technical costs to operate our vessels.F-32Table of ContentsGeneral and administrative expenses(Dollars in thousands) 2023 2022 2021 Total compensation to employees and Directors $11,652 $11,763 $11,890 Office and administrative expenses 3,940 3,818 3,351 Audit, legal and consultancy 1,856 1,308 1,325 Total general and administrative expenses $17,448 $16,889 $16,565 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 the 2022 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 applicable vesting date forany 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 additional vesting condition requiring certainmarket 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 Granted January 2020, restricted shares 460,000 3 years $8.22 Granted January 2020, restricted shares 150,000 1 year 8.22 Granted January 2020, restricted shares 200,000 1 year 3.56 Granted January 2021, restricted shares 579,100 3 years 5.52 Granted January 2021, restricted shares 175,000 1 year 5.52 Granted January 2021, restricted shares 119,900 3 years 3.22 Granted January 2022, restricted shares 175,000 1 year 5.38 Granted January 2022, restricted shares 573,359 3 years 5.30 Granted January 2022, restricted shares 124,594 3 years 4.29 Granted January 2023, restricted shares 251,250 3 years 8.25 Granted January 2023, restricted shares 48,750 3 years 6.72 Granted January 2023, restricted shares 135,000 1 year $8.25 F-33Table of ContentsThe following reconciles the number of outstanding restricted common stock: Restrictedcommon stock 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 199,400 Outstanding at December 31, 2022 833,695 Outstanding at December 31, 2022 833,695 Granted 435,000 Exercised 1 503,688 Forfeited 57,431 Outstanding at December 31, 2023 707,576 1 Does not include shares in lieu of dividendsStock compensation expenses (Dollars in thousands)2023 2022 2021 Expense recognized from stock compensation $3,313 $4,211 $4,371 The fair value on the vesting date for shares that vested in 2023 was $8.25 for 24,163 shares, $8.22 for 123,444 shares, $5.52 for 107,733 shares, $5.38 for 198,745 shares and $5.30 for 102,045 shares. The fairvalue 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 value on the vesting date forshares 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. All share-based compensation is equity-settled and no payments weremade for the vested shares. The average contractual life for the outstanding stock compensation series was 1.08 years as of December 31, 2023.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, the share price at grantdate, the risk-free interest rate, the expected volatility, the expected dividends and the correlation coefficients. The expected price volatility is based on the historic volatility (based on the daily share pricelogarithmic returns for the contractual life of the restricted stock) adjusted for any expected changes to future volatility due to publicly available information. In January 2023, a total of 300,000 shares of restricted stock were awarded to management for the year 2022. Of these shares 67,500 shares vested in January 2024, 67,500 shares will vest in January 2025and 67,500 shares will vest in January 2026, subject to continued employment or office, as applicable, and 32,500 shares are forfeited, The fair value at grant date was equal to the share price at grant date.The remaining 65,000 shares will vest subject to certain market conditions prior to December 2025, and the calculated fair value was $8.25 per share for 32,500 shares and $6.72 per share for 32,500 shares. InJanuary 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 in January 2023, 99,788shares vested in January 2024, 99,789 shares will vest in January 2025, subject to continued employment or office, as applicable, and 199,263 shares are forfeited. The fair value at grant date was equal tothe share price at grant date. The remaining 24,931 shares will vest subject to certain market conditions prior to December 2024 and the calculated fair value was $4.29 per share.F-34Table of ContentsIn January 2023, a total of 135,000 shares of restricted stock were awarded to the board of directors for the year 2022. The fair value at grant date was equal to the share price at grant date, and 22,500 sharesvested in June 2023, while the rest of the shares will vest in June 2024. In January 2022, a total of 175,000 shares of restricted stock were awarded to the board of directors in for the year 2021. The fair valueat grant date was equal to the share price at grant date and the shares vested in June 2023. Compensation of Directors and Executives Remuneration of Directors and Executives as a group: (Dollars in thousands) 2023 2022 2021 Cash compensation $2,425 $2,648 $5,050 Pension cost 125 165 219 Share compensation 1 2,504 3,316 3,508 Total remuneration $5,054 $6,129 $8,776 1 Share compensation reflects the expense recognized. F-35Table of ContentsShares held by Directors and Executives 2023 2022 2021 Executives and Directors as a group 1 2,143,973 1,908,331 2,958,894 1 Includes 498,818 (2022: 595,832, 2021: 725,665) shares of restricted stock subject to vesting conditions. In connection with termination of an Executive’s employment, the President & Chief Executive Officer may be entitled to an amount equal to 18 months’ base salary and the Chief Financial Officer may beentitled to an amount equal to 12 months’ base salary. In certain circumstances, any unvested equity awards may become fully vested.Prepaid expenses(Dollars in thousands) 2023 2022 Prepaid voyage expenses $4,006 $5,678 Prepaid vessel operating expenses 6,676 2,216 Other 2,875 2,655 Total prepaid expenses $13,557 $10,550 Note 12 – Bunker inventoryBunker inventory consists of remaining bunkers for our spot vessels at the end of the year. The balance was $33,806 thousand as of December 31, 2023 compared to $33,069 thousand as of December 31,2022.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 and delivery cost lessdiscounts.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, which was treated as an investment in associate. During that period, total technical management fees paidwere $1,485 thousand. In May 2022, the parent company acquired an additional 3% equity interest in Goodwood through a step acquisition, resulting in a total ownership of 53%. Refer to Note 16 for moreinformation regarding business combination. In 2021, total technical management fees paid to Goodwood were $3,459 thousand.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 owned vessel-owningsubsidiaries 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 the employees in DHTManagement AS. The pension scheme satisfies the requirements of this law and comprises a defined benefit scheme. At the end of the year, there were 14 participants in the benefit plan. F-36Table 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 at retirement date. Parts of thepension 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, 2023, the net liability recorded was $900 thousand, compared to $695 thousand as of December 31, 2022, and$662 thousand as of December 31, 2021.DHT Management AS expects to contribute $295 thousand to its defined benefit pension plan in 2024. Contribution to the defined benefit pension plan for the years 2023, 2022 and 2021 was $661thousand, $333 thousand and $368 thousand, respectively. 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, the country in which it isincorporated, and there are no U.S. legal entities. The Monegasque company, DHT Management S.A.M., is subject to income taxation in Monaco, the Norwegian management company, DHT ManagementAS, 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 ShipManagement Pte. Ltd., and Goodwood Shipping Agencies Pte. Ltd. are subject to income taxation in Singapore and the indirect Indian subsidiary, Goodwood Marine Services Pvt. Ltd. is subject to incometaxation in India. The tax effects for the companies are disclosed below. Specification of income tax(Dollars in thousands) 2023 2022 2021 Income tax payable $532 $592 $378 Tax expenses related to previous year 47 (4) (27)Change in deferred tax 70 (1) 9 Total income tax expense $649 $587 $360 Specification of temporary differences and deferred tax December 31, December 31, December 31, (Dollars in thousands) 2023 2022 2021 Property, plant and equipment $294 $468 $(11)Pensions (900) (695) (662)Total basis for deferred tax $(606) $(227) $(674)Deferred tax liability(asset), net 1 $(176) $(113) $(152)Deferred tax (asset), gross 2 (212) (168) (166)Deferred tax liability, gross 2 36 55 14 1Due to materiality, recognized in prepaid expenses and not on a separate line in the statements of financial position.2Deferred tax liability related to one of the indirect subsidiaries in Singapore cannot be off-set with the deferred tax assets related to the subsidiary in Norway or one of the direct subsidiaries inSingapore. F-37Table of ContentsReconciliation of income tax expense(Dollars in thousands) 2023 2022 2021 Profit/(loss) before income tax $162,046 $62,567 $(11,147)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 649 587 360 Total income tax expense $649 $587 $360 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 ownershipinterest was treated as an investment in associate under the equity method. Subsequently, DHT acquired an additional 3% equity interest in Goodwood, resulting in a total ownership of 53%, which wastreated as a subsidiary and consolidated in the Company’s financial statements as of May 31, 2022. As of December 31, 2021, DHT owned 50% of Goodwood, which was treated as an associate under theequity method.(Dollars in thousands) 2023 2022Investment in associate company $- $-The following summarizes the share of profit of the associate that is accounted for using the equity method: (Dollars in thousands) Company’s share of 2023 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% equity interest in Goodwood, a privately owned ship management company incorporated under the laws of the Republic of Singapore, for apurchase price of $394 thousand in cash. A change in Goodwood’s partnership structure allowed DHT to increase its shareholding under the existing partnership agreement. 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 equity interests in Goodwoodwere 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 the consolidated income statement.The Company has elected to measure the non-controlling interests in Goodwood at the proportionate share of identifiable net assets.F-38Table 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 onacquisition 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 flowonacquisition 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 tax would haveimproved 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 consolidated net assets as of theend 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 net assets of consolidated subsidiariesshall mean that amount of the registrant’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations), which as of the end of the most recent fiscal year may not betransferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party (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, 2023, 2022 and 2021. The restricted assets mainly relate toassets restricted by covenants in our secured credit agreements entered into by the vessel-owning subsidiaries. F-39Table of ContentsCondensed Statement of Financial Position December 31, December 31, (Dollars in thousands) 2023 2022 ASSETS Current assets Cash and cash equivalents $8,912 $29,601 Accounts receivable and prepaid expenses 644 749 Amounts due from related parties 49,368 89,980 Total current assets $58,924 $120,330 Investments in subsidiaries $722,671 $375,683 Loan to subsidiaries - 377,131 Total non-current assets $722,671 $752,814 Total assets $781,595 $873,144 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable and accrued expenses $1,059 $201 Total current liabilities $1,059 $201 Stockholders’ equity Stock $1,610 $1,627 Paid-in additional capital 1,180,315 1,196,239 Accumulated deficit (401,389) (324,923)Total stockholders’ equity $780,536 $872,943 Total liabilities and stockholders’ equity $781,595 $873,144 Condensed Income Statement Year ended Year ended Year ended December 31, December 31, December 31, (Dollars in thousands) 2023 2022 2021 Revenues $- $- $980 Impairment charge (699) (1,234) (35,149)Dividend income 119,514 77,820 70,746 General and administrative expense (17,651) (17,704) (17,742)Operating income/(loss) $101,164 $58,881 $18,835 Interest income $9,114 $18,823 $17,233 Other financial (expense)/income (72) (141) 26 Profit/(loss) for the year $110,206 $77,563 $36,095 F-40Table of ContentsCondensed Statement of Comprehensive Income Year ended Year ended Year ended December 31, December 31, December 31, (Dollars in thousands) 2023 2022 2021 Profit/(loss) for the year $110,206 $77,563 $36,095Total comprehensive income/(loss) for the period $110,206 $77,563 $36,095Attributable to the owners $110,206 $77,563 $36,095In the condensed financial statements of the parent company, the parent company’s investments in subsidiaries were recorded at cost less any impairment. An assessment for impairment was performedwhen 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 Year ended Year ended Year ended December 31, December 31, December 31, (Dollars in thousands) 2023 2022 2021 Cash flows from operating activities Profit/(loss) for the year $110,206 $77,563 $36,095 Items included in net income not affecting cash flows: Impairment charge 699 1,234 35,149 Compensation related to options and restricted stock 2,168 3,013 3,203 Changes in operating assets and liabilities: Accounts receivable and prepaid expenses 105 (675) 1,604 Accounts payable and accrued expenses 858 (246) 277 Amounts due to related parties 10,574 (69,740) (6,834)Net cash provided by/(used in) operating activities $124,611 $11,150 $69,494 Cash flows from investing activities Investments in subsidiaries $- $(395) $- Loan to subsidiaries $60,180 $47,744 $(5,004)Net cash provided by/(used in) investing activities $60,180 $47,349 $(5,004) Cash flows from financing activities Cash dividends paid $(186,672) $(19,679) $(22,083)Purchase of treasury shares (18,808) (24,758) (32,178)Net cash used in financing activities $(205,480) $(44,436) $(54,261) Net increase/(decrease) in cash and cash equivalents $(20,689) $14,062 $10,229 Cash and cash equivalents at beginning of period 29,601 15,539 5,310 Cash and cash equivalents at end of period $8,912 $29,601 $15,539 The condensed financial information of the parent company has been prepared using the same accounting policies as set out in the accompanying consolidated financial statements except that the costmethod 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 as follows: F-41Table of ContentsProfit/(loss) reconciliation Year ended Year ended Year ended December 31, December 31, December 31, (Dollars in thousands) 2023 2022 2021 Profit/(loss) of the parent company only under cost method of accounting $110,206 $77,563 $36,095 Additional profit/(loss) if subsidiaries had been accounted for using equity method of accounting as opposed to cost method ofaccounting 50,716 (16,107) (47,776)Profit/(loss) of the parent company only under equity method of accounting $160,922 $61,456 $(11,681)Equity reconciliation December 31, December 31, December 31, (Dollars in thousands) 2023 2022 2021 Equity of the parent company only under cost method of accounting $780,536 $872,943 $836,097 Additional profit if subsidiaries had been accounted for using equity method of accounting as opposed to cost method ofaccounting 345,217 294,501 310,608 Equity of the parent company only under equity method of accounting $1,125,753 $1,167,444 $1,146,706 Dividends from subsidiaries are recognized when they are authorized. During the year ended December 31, 2023, the parent company recorded dividend income from its subsidiaries of $117,171 thousand.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 recordeddividend income from its subsidiaries of $69,500 thousand. During the year ended December 31, 2023, 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 2024, for the year 2023, 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 2025, 67,500 shares willvest in January 2026, 48,750 shares will vest prior to December 2026 and 67,500 shares will vest in January 2027. The remaining 48,750 shares will vest subject to certain market conditions prior to December2026. The above vesting is subject to continued employment or office, as applicable, as of the relevant vesting date. The estimated fair value at grant date was $10.94 for 251,250 shares and $8.04 per sharefor 48,750 shares. In January 2024, a total of 125,000 shares of restricted stock were awarded to the board of directors pursuant to the 2022 Plan. The estimated fair value at grant date was $10.94 and theshares will vest in June 2025. On February 6, 2024, DHT announced that it would pay a dividend of $0.22 per common share on February 28, 2024, to shareholders of record as of February 21, 2024. This resulted in a total dividendpayment of $35.5 million.In February 2024, the Company announced that it has contracted to build four new VLCCs, two at Hyundai Heavy Industries and two at Hanwha Ocean in South Korea, for delivery in 2026.The financial statements were approved by the board of directors on March 13, 2024, and authorized for issue.F-42Exhibit 4.2EXECUTION VERSIONDATED 27 OCTOBER 2023 AMENDMENT AND RESTATEMENT AGREEMENT (Amendment No. 4)to theUp to USD 49,400,000POST-DELIVERY TERM LOAN FACILITY AGREEMENT ORIGINALLY DATED 26 NOVEMBER 2014 for DHT JAGUAR LIMITEDas Borrower withDHT Holdings, Inc.as Guarantorand The Financial Institutions listed in Schedule 1 asOriginal Lenders with Danish Ship Finance A/Sacting as Agentwww.svw.noPage 2 of 8THIS AMENDMENT AND RESTATEMENT AGREEMENT (amendment no. 4) (the "Amendment No. 4") to the Original Facility Agreement is made on 27 October 2023 BETWEENPage 2 of 8 (1)DHT JAGUAR LIMITED, incorporated under the laws of the Republic of the Marshall Islands as borrower (the "Borrower"); (2)DHT HOLDINGS, INC., The Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands as guarantor (the "Guarantor"); (3)THE FINANCIAL INSTITUTIONS listed in Schedule 1 of the Facility Agreement as lenders (the "Original Lenders"); and (4)DANISH SHIP FINANCE A/S, registration no. (CVR-nr) 27 49 26 49 of Sankt Annæ Plads 3, 1250 København K, Denmark as agent (the "Agent"). (jointly, the "Parties") WHEREAS: (A)Pursuant to the up to USD 49,400,000 original facility agreement dated 26 November 2014 (the "Original Facility Agreement") made between the Parties, the Original Lenders made available tothe Borrower the loan on the terms set out therein. (B)The Parties have agreed to amend and restate the Original Facility Agreement in particular for the purpose of changing the floating interest rate element from LIBOR to Term SOFR (orcompounded SOFR if switched) + CAS, subject to the terms and conditions of this Amendment No. 4. IT IS HEREBY AGREED as follows: 1INTERPRETATION AND DESIGNATION (a)In this Amendment No. 4: "Effective Date" has the meaning given to that term in clause 3 (b) hereof. "Existing Security" means all security as of the date of this Amendment No. 4 already established in connection with the Original Facility Agreement. "New Facility Agreement" means the Facility Agreement as amended and restated in the form set out in Annex 1 hereto. (b)Capitalised words and expressions used herein and not otherwise defined herein are used as defined in the New Facility Agreement. (c)References herein to the "Facility Agreement" shall be construed as references to the Original Facility Agreement up until the Effective Date and as references to the New Facility Agreementupon and any time after the Effective Date or as the context otherwise may require. (d)The principles of construction set out in Clause 1.2 (Construction) of the Facility Agreement shall have effect as if set out in this Amendment No. 4. (e)This Amendment No. 4 and the New Facility Agreement shall be deemed to be Finance Documents.Page 3 of 82AMENDMENTS TO THE ORIGINAL FACILITY AGREEMENT With effect from the date of this Amendment No. 4: the definition of "Charterparty" in Clause 1.1 (Definitions) of the Original Facility Agreement shall be amended by adding the following underscored wording and by deleting the words marked to sucheffect below: ""Charterparty" means any time or bareboat charter or any pool agreement or any other agreements of employment entered or to be entered into between the Borrower and the relevant Charterer forthe chartering of the Vessel for a period exceeding (24) thirty-six (36) Months, in the form and substance acceptable to the Agent (on behalf of the Finance Parties) subject to the provisions of Clause24.12 (Chartering)." 3AMENDMENT AND RESTATEMENT OF FACILITY AGREEMENT AS OF EFFECTIVE DATE (a)As of the Effective Date the Original Facility Agreement shall automatically be amended and restated in the form of the New Facility Agreement, including for the avoidance of doubt so that theGuarantor shall automatically provide the Guarantee on the terms as set out in Clause 19 (Guarantee and Indemnity) of the New Facility Agreement. (b)This Amendment No. 4 shall, except for clause 2 (Amendments to the Original Facility Agreement) and clause 6 (Miscellaneous), each of which is effective from the date hereof, be effectivefrom and including the first new Interest Period commencing after 30 June 2023 (the "Effective Date"). (c)The Borrower undertakes to provide the Agent (in a form and substance acceptable to it) with all the documents and evidence listed in schedule 1 (Conditions precedent documents) heretoprior to the Effective Date. 4REPETITION The Borrower and the Guarantor undertake and confirm that, as applicable, at the date hereof and on the Effective Date each of the representations and warranties set out in Clause 20 (Representations) ofthe New Facility Agreement is true and correct and no event or circumstances has occurred and is continuing which constitute or may constitute an Event of Default. 5CONFIRMATIONS The Borrower and the Guarantor agree and confirm that, save for as amended by the content hereto nothing in this Amendment No. 4 shall affect to reduce, release or prejudice its obligations to anyFinance Party under any of the Finance Documents and the Guarantee and all Security Documents and security arrangement created or intended to be created in favour of the Finance Parties are in fullforce and effect and shall following the Effective Date continue to cover all liabilities arising under the Finance Documents, as amended by this Amendment No. 4. 6MISCELLANEOUS (a)The Borrower shall pay to the Agent upon demand, all legal and other expenses incurred by the Agent in connection with this Amendment No. 4 and any other documents incidental hereto. (b)This Amendment No. 4 shall be governed by and interpreted under Norwegian law with venue as set out in the Facility Agreement.Page 4 of 8SCHEDULE 1 Conditions precedent to the Effective Date 1.Corporate documents relating to the Borrower and the Guarantor (a)Certified copies of the constitutional documents, certificate of incorporation, extract from the relevant company registry and/or updated certificate of good standing of the relevantcompany; (b)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 Amendment No. 4 and otherrelevant Finance Documents to which it is a party and resolving that it execute such documents to which it is a party, (ii) authorising a specified person or persons to execute theAmendment No. 4 and other relevant 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 dispatch alldocuments and notices to be signed and/or dispatched by it under or in connection with the Amendment No. 4 and other relevant Finance Documents to which it is a party. (c)Certified copies of the resolutions of the Borrower's shareholder(s) approving the terms of, and the transactions contemplated by, the Amendment No. 4 and other relevant FinanceDocuments to which it is a party, if applicable.(d)If relevant, an original Power of Attorney (notarised if requested by the Agent); and (e)A certificate of an authorised signatory (including any authorised director, secretary, treasurer or chief financial officer) of the relevant company setting out the name of the Directors ofthe relevant Obligor certifying that each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of theAmendment No. 4. 2.Finance Documents (a)All and any new documentation or amendments to for the Existing Security (including but not limited to any amendment agreements, letters, notices, acknowledgements, registrations,filings etc.) deemed relevant by the Agent in order to ensure and verify that the Existing Security become or remain, as the case might be, in full force and effect according to the terms ofthe Amendment No. 4. 3.Miscellaneous (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. (b)Any other documents as reasonably requested by the Agent.Page 5 of 87SIGNATORIES Borrower:DHT JAGUAR LIMITEDBy:/s/ Laila C. HalvorsenName: Laila C. HalvorsenTitle: Attorney-in-FactGuarantor:DHT HOLDINGS, INC.By:/s/ Laila C. HalvorsenName: Laila C. HalvorsenTitle: Attorney-in-Fact [Signature page USD 49.4 DHT FA -AM no. 4]Page 6 of 8Original Lender and Agent:DANMARKS SKIBSKREDIT A/SBy:/s/ Eline Hammerlund FangelName: Eline Hammerlund FangelTitle: Attorney-in-Fact[Signature page USD 49.42 DHT FA-AM no. 4] ***Page 7 of 8The process agentDHT MANAGEMENT ASBy:/s/ Laila C. HalvorsenName: Laila C. Halvorsen Title: CEO[Signature page USD 49.4 DHT FA -AM no. 4]Page 8 of 8ANNEX 1 New Facility Agreement1Execution versionAMENDED AND RESTATED FACILITY AGREEMENT to the Up to USD 49,400,000 POST-DELIVERY TERM LOAN FACILITY AGREEMENTORIGINALLY DATED 26 NOVEMBER 2014 for DHT JAGUAR LIMITEDas Borrower withDHT Holdings, Inc.as Guarantorand The Financial Institutions listed in Schedule 1 asOriginal Lenders with Danish Ship Finance A/S acting as Agent2CONTENTSClausePage1.Definitions and Interpretation4 2.The Facility24 3.Purpose24 4.Conditions of Utilisation24 5.Utilisation26 6.Repayment27 7.Prepayment and cancellation27 8.Optional Rate Switch30 9.Interest31 10.Interest Periods32 11.Changes to the calculation of interest32 12.Fees and costs 34 13.Tax gross up and indemnities35 14.Increased costs39 15.Other indemnities41 16.Mitigation by the Lenders42 17.Costs and expenses42 18.Security44 19.Guarantee and indemnity45 20.Representations48 21.Information undertakings53 22.Financial covenants57 23.General undertakings57 24.Vessel undertakings62 25.Events of Default68 26.Changes to the Lenders72 27.Changes to the Obligors75 28.Role of the Agent77 29.Conduct of business by the Finance Parties82 30.Sharing among the Finance Parties83 31.Payment mechanics85 32.Set-off 87333.Bail-in87 34.Notices87 35.Calculations and certificates90 36.Partial invalidity90 37.Remedies and waivers90 38.Amendments and waivers90 39.Guarantor's liability94 40.Counterparts94 41.Conflict94 42.Governing law95 43.Enforcement95SCHEDULE 1 THE ORIGINAL LENDERS96 SCHEDULE 2 CONDITIONS PRECEDENT97 SCHEDULE 3 UTILISATION REQUEST102 SCHEDULE 4 OPTIONAL RATE SWITCH NOTICE103 SCHEDULE 5 FORM OF TRANSFER CERTIFICATE104 SCHEDULE 6 FORM OF COMPLIANCE CERTIFICATE106 SCHEDULE 7 FORM OF ACCESSION LETTER108 SCHEDULE 8 REPAYMENT SCHEDULE110 SCHEDULE 9 FA ACT SECTION 3-12111 SCHEDULE 10 DAILY NON-CUMULATIVE COMPOUNDED RFR RATE112 4THIS AMENDED AND RESTATED AGREEMENT to the Original Facility Agreement is made pursuant to the Amendment no. 4 on October 2023 (the "Agreement") and made between: (1)DHT JAGUAR LIMITED, incorporated under the laws of the Republic of the Marshall Islands as borrower (the "Borrower"); (2)DHT HOLDINGS, INC., The Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands as guarantor (the "Guarantor"); (3)THE FINANCIAL INSTITUTIONS listed in Schedule 1 of the Original Facility Agreement as lenders (the "Original Lenders"); and (4)DANISH SHIP FINANCE A/S, registration no. (CVR-nr) 27 49 26 49 of Sankt Annæ Plads 3, 1250 København K, Denmark as agent (the "Agent").IT IS AGREED as follows: SECTION 1INTERPRETATION 1.DEFINITIONS AND INTERPRETATION 1.1Definitions In this Agreement: "Accession Letter" means a letter in the form set out in Schedule 7 (Form of Accession Letter) whereby a newly established single purpose company becomes the Borrower to thisAgreement in relation to all existing Parties, and all existing Parties, including any subsequent Party, becomes bound in relation to such new acceding Party, and making necessaryamendments and adjustments to this Agreement as a consequence of such accession. "Account Bank" means DNB Bank ASA of Dronning Eufemias gate 30, 0191 Oslo, Norway. "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. "Agreement" means this facility agreement, as it may be amended, supplemented and varied in writing from time to time, including its schedules. "Amendment No. 4" means the amendment and restatement agreement to the Original Facility Agreement dated on the date hereof and made between the Parties hereto. "Annex VI" means Annex VI of the Protocol of 1997 (as subsequently amended from time to time) to amend the International Convention for the Prevention of Pollution from Ships 1973(Marpol), as modified by the Protocol of 1978 relating thereto. "Approved Brokers" means Clarksons, SSY, RS Platou, Arrow and Fearnleys.5"Approved Ship Registry" means the Hong Kong Ship Registry, the Isle of Man Ship Registry, the Marshall Islands Ship Registry, the Norwegian International Ship Register (NIS) andany other ship registry approved in writing by the Agent (on behalf of the Finance Parties). "Assignment Agreement" means a general assignment agreement for assignment or pledge on first priority of the Earnings Account, the Earnings and the insurance proceeds in respectof all Insurances to be executed by the Borrower in favour of the Agent (for the benefit of the Finance Parties) in form and substance acceptable to the Agent (on behalf of the FinanceParties). "Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration. "Availability Period" means the period from and including the Delivery Date, however no later than 3 Months after the Expected Delivery Date. "Available Facility" means the aggregate for the time being of each Lender's available Commitment of the Loan. "Bail-In Action" means the exercise of any Write-down and Conversion Powers. "Bail-In Legislation" means in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a frameworkfor the recovery and resolution of credit institutions and investment firms, the relevant implementing law of regulation as described in the EU Bail-In Legislation Schedule from time totime. "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 Unpaid Sum to the last day of the currentInterest 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 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 a leading bank in the relevantmarket for the applicable Reference Rate for a period starting on the Business Day following receipt or recovery and ending on 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 Copenhagen, London, New York City and Oslo, such other places asmay be deemed necessary by the Agent for transactions under this Agreement and (in relation to the fixing of an interest rate) which is a US Government Securities Business Day. "CAS" means the credit adjustment spread applicable to the interest for the Loan, being (based on ISDA fixing upon announcement of rate switch in March 2021):6(a)Interest Periods of 1 month: 0.11448%; (b)Interest Periods between 1 month plus 1 day and 2 months: 0.18456%; (c)Interest Periods between 2 months plus 1 day and 3 months: 0.26161%. (d)Interest Periods between 3 months plus 1 day and 6 months: 0.42826%; (e)if relevant, Interest Periods shorter than 1 month or longer than 6 months, as determined in the reasonable opinion of the Agent (however in no event lower than zero). "Cash" means on a consolidated basis at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of the Guarantor and/or to which the Guarantor isbeneficially entitled and for so long as:(a)that cash is repayable on demand or within 1 day after the relevant date of calculation; (b)repayment of that cash is not contingent on the prior discharge of any other indebtedness of the Guarantor or of any other person whatsoever or on the satisfaction of any othercondition; (c)there is no Security over that cash except for the Security Documents; and (d)is freely and (except as mentioned in paragraph (a) above) immediately available to be applied in repayment or prepayment of the Facility. "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 Business Day, the 20 per cent. trimmed arithmetic mean calculated by the Agent (or by any otherFinance Party which agrees to do so in place of the Agent) of the Central Bank Rate7Spread for the five most immediately preceding 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 (per annum) calculated by theAgent (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)any person or group of persons acting in concert, other than BW Group, gains direct or indirect control of the Guarantor; and/or (b)where the Guarantor ceases directly or indirectly to cast, or control the casting of, at least 100% of the maximum number of votes that might be cast at a general meeting of the Borrowerand/or to hold beneficially 100% or more of the issued share capital of the Borrower. For the purpose of this definition, "control" means: (a)the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (i)cast, or control the casting of, more than 33 1/3% of the maximum number of votes that might be cast at a general meeting of the Guarantor; (ii)appoint or remove all, or a majority, of the directors or other equivalent officers of the Guarantor; or (iii)give directions and prevent any other person from giving directions with respect to the operating and financial policies of the Guarantor with which the directors or other equivalentofficers of the Guarantor are obliged to comply; (b)the holding beneficially of more than 33 1/3 % of the issued share capital of the Guarantor (excluding any part of that issued share capital that carries no right to participate beyond aspecified amount in a distribution of either profits or capital). For the purpose of this definition, "acting in concert" means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co- operate, through theacquisition directly or indirectly of shares in the Guarantor by any of them, either directly or indirectly, to obtain or consolidate control of the Guarantor. "Charterer" means any charterer approved by the Agent (on behalf of the Finance Parties) under a Charterparty. "Charterparty" means any time or bareboat charter or, any pool agreement or any other agreements of employment entered or to be entered into between the Borrower and the8relevant Charterer for the chartering of the Vessel for a period exceeding 36 Months subject to the provisions of Clause 24.12 (Chartering). "Code" means the US Internal Revenue Code of 1986. "Commercial Management Agreement" means the service agreement (as amended to include the Vessel) entered into on 20 December 2010 between the Guarantor and DHT ManagementAS and any agreement made or to be made between the Borrower and a Commercial Manager for the commercial management of the Vessel. "Commercial Manager" means DHT Holdings, Inc., and any other commercial manager in the DHT Group or any other commercial manager approved by the Agent (on behalf of theFinance Parties). "Commitment" means: (a)in relation to an Original Lender, the amount set opposite its name under the heading "Commitment" in Schedule 1 (The Lenders) and the amount of any other Commitment transferred to itunder 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 5 (Form of Compliance Certificate). "Compounding Methodology Supplement" means, in relation to the calculation of SOFR, a document which: (a)is agreed in writing by the Borrower, the Agent (acting in such capacity) and the Agent (acting on the instructions of the Majority Lenders); (b)specifies a calculation methodology for SOFR; and (c)has been made available to the Borrower and each Finance Party. "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 as determined in accordance with GAAP, however excluding the current portion of long term debtmaturing six (6) Months or more after the date of computation as well as excluding any balloon instalments under any financing arrangement. "Daily Rate" means, for any US Government Securities Business Day, SOFR for that US Government Securities Business Day, rounded to five (5) decimal places, and if that rate is lessthan zero, the Daily Rate shall be deemed to be zero.9"Deed of Charge" means a first priority charge over the entire issued share capital of the Borrower to be executed by the Guarantor in favour of the Agent (for the benefit of the FinanceParties) in form and substance satisfactory to the Agent (on behalf of the Finance Parties). "Deed of Covenants" means a deed of covenants collateral to the Mortgage executed or to be executed by the Borrower and the Agent (on behalf of the Finance Parties), in form andsubstance acceptable to the Agent (on behalf of the Finance Parties). "Default" means an Event of Default or any event or circumstance specified in Clause 24 (Events of Default) which would (with the expiry of a grace period, the giving of notice, themaking 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 the Vessel, the date of actual delivery of the Vessel to the Borrower. "DHT Group" means DHT Holdings, Inc. including any of its Subsidiaries. "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 to be made inconnection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond thecontrol 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 preventing that, or any otherParty: (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 Technical Manager a valid document of compliance relevant to the Vessel issued to such company pursuant to paragraph 13.2 of the ISM Code. "Earnings" means all moneys whatsoever which are now or later become, payable (actually or contingently) to the Borrower in respect of and/or arising out of the use of or operation ofthe Vessel, including (but not limited to):(a)all freight, hire and passage moneys payable to the Borrower, including (without limitation) payments of any nature under any contract or any other agreement for the employment, use,possession, management and/or operation of the Vessel;(b)any claim under any guarantees related to hire payable to the Vessel as a consequence of the operation of the Vessel;10(c)any compensation payable to the Borrower in the event of any requisition of the Vessel or for the use of the Vessel by any government authority or other competent authority;(d)remuneration for salvage, towage and other services performed by the Vessel payable to the Borrower; (e)demurrage and retention money receivable by the Borrower in relation to the Vessel; (f)all moneys which are at any time payable under the Insurances in respect of loss of earnings from the Vessel; (g)if and whenever the Vessel is employed on terms whereby any moneys falling within paragraph a) to f) above are pooled or shared with any other person, that proportion of the netreceipts of the relevant pooling or sharing arrangement which is attributable to such Vessel; and(h)any other money which arise out of the use of or operation of the Vessel and moneys whatsoever due or to become due to the Borrower from third parties in relation to the Vessel. "Earnings Accounts" means any account to be nominated and designated as Earnings Accounts for this purpose by the Borrower or the Guarantor in cooperation with the Agent, withthe Account Bank, or such other accounts as designated by the Agent. "EEA Member Country" means any member of the European Union, Iceland, Liechtenstein and Norway. "Environmental Claim" means any claim exceeding USD 500,000, 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 assessment required under any EnvironmentalLaw for the operation of business conducted on or from the properties owned or used by the relevant company. "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.11"Event of Default" means any event or circumstance specified as such in Clause 25 (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 Vessel) or the market value as established in accordancewith the procedure described in the definition of "Market Value" (in respect of other vessels), and (ii) the book value of the Vessel. "Existing Facility" means the up to USD 49,400,000 post-delivery term loan facility agreement originally dated 26 November 2014 as amended (including by an amendment no. 1 dated 6December 2016, amendment no. 2 dated 19 June 2017 and amendment no. 3 dated 19 October 2020) between inter alios the Borrower as borrower, the Guarantor as guarantor, certainfinance parties as lenders and the Agent as agent and security agent for the purpose of financing the Vessel. "Expected Delivery Date" means 25 November 2015. "FA Act" means the Norwegian Financial Agreements Act of 2020/146 (in No. finansavtaleloven) (as amended and replaced). "Facility" means the term loan facility made available under this Agreement as described in Clause 2 (The Facility). "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, by not less than five (5)Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement. "FATCA" (Foreign Account Tax Compliance Act) means: (a)sections 1471 to 1474 of the Code or any associated regulations or other official guidance; (b)any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (ineither case) facilitates the implementation of paragraph (a) above; or(c)any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in anyother 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 sources within the US), 1July 2014;12(b)in relation to a "pass thru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) above, the first date from which such payment may become subject to adeduction 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. "FATCA FFI" means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if any Finance Party is not a FATCA Exempt Party, could be required to make a FATCADeduction. "FATCA Payment" means either: (a)the increase in a payment made by an Obligor to a Finance Party under Clause 13.7 (FATCA Deduction and gross-up by Obligor) or paragraph (b) of Clause 13.8 (FATCA Deduction byFinance Party); or (b)a payment under paragraph (d) of Clause 13.8 (FATCA Deduction by Finance Party). "Finance Document" means this Agreement, any Security Document, any Accession Letter, any Compounding Methodology Supplement, and any other document designated as suchby the Agent and the Borrower. "Finance Party" means the Agent and/or a 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 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 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 the value of any derivative transaction,only the marked to market value shall be taken into account);13(h)any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank 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 11.4 (Cost of funds). "GAAP" means generally accepted accounting principles, including IFRS. "Guarantee" means the irrevocable, unconditional and on-first-demand guarantee for all amounts due under the Finance Documents given by the Guarantor under Clause 19 of thisAgreement. "Holding Company" means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary. "IACS" means the International Association of Classification Societies Ltd. "IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements. "Insurances" means, in relation to the Vessel, all policies and contracts of insurance (which expression includes all entries of the Vessel in a protection and indemnity or war riskassociation) which are from time to time during the Security Period in place or taken out or entered into by or for the benefit of the Borrower (whether in the sole name of the Borrower or inthe joint names of the Borrower and any other person) in respect of the Vessel or otherwise in connection with the Vessel and all benefits thereunder (including claims of whatsoevernature and return of premiums). "Interest Period" means, in relation to the Loan each period determined in accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined inaccordance with Clause 9.3 (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 linear basisbetween: (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 the Loan or that Unpaid Sum;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 Securities Business Days before theQuotation Day for Term SOFR,14(b)the applicable Term SOFR (as of the Quotation Day) for the shortest period (for which Term SOFR is applicable) which exceeds the Interest Period of the Loan. "Intra Group Loans" means any loans granted by any of the Obligors to any of their Affiliates. "Inventory of Hazardous Materials" means a document containing an inventory of all materials potentially hazardous to human health or the environment, used in the construction of theVessel, prepared and issued in accordance with applicable laws and regulations. "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) Diplomatic Conference of December 2002. "ISSC" means an International Ship Security Certificate issued by the Classification Society confirming that the Vessel is in compliance with the ISPS Code. "Lender" means: (a)any Original Lender; and (b)any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 26 (Changes to the Lenders), which in each case has not ceased to be a Party in accordance with the terms of this Agreement. "Loan" means the loan to be made available under the Facility or the aggregate principal amount outstanding for the time being of such loan. "Majority Lenders" means: (a)if there is no Loan then outstanding, a Lender or Lenders whose Commitments aggregate more than 51% of the Total Commitments (or, if the Total Commitments have been reduced tozero, aggregated more than 51% of the Total Commitments immediately prior to the reduction); or(b)at any other time, a Lender or Lenders whose participations in the Loan then outstanding aggregate more than 51% of all the Loan then outstanding. "Margin" means two per cent (2.00%) per annum. "Market Disruption Rate" means the applicable Reference Rate (except any Lender's Funding Rate) plus any applicable CAS. "Market Value" means the fair market value of the Vessel as (i) determined by one (1) independent Approved Broker appointed by the Borrower, or (ii) at the request of the Agent,calculated as the average of valuations of the Vessel obtained from two (2) Approved Brokers (of which one is appointed by the Borrower and one is appointed by the Agent), in eachcase, with or without physical inspection of the Vessel (as the Agent may require) on the basis of a sale for prompt delivery for cash at arm's length on normal commercial terms asbetween a15willing buyer and a willing seller, on an "as is, where is" basis, free of any existing charter or other contract of employment and/or pool arrangement provided however that if the higher ofthe two valuations is more than hundred and ten per cent (110 %) of the lower, a third valuation shall be obtained from another reputable and independent broker to be selected by theBorrower but approved and appointed by the Agent, and the fair market value shall be the arithmetic average of the three (3) valuations. "Material Adverse Effect" means any event or occurrence that in the reasonable opinion of the Agent has or would have materially adversely affected or could materially adversely affect: (a)the business, condition (financial or otherwise) or operations of an Obligor; 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 2 November 2025. "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 is to end if there is one, or if there isnot, on the immediately preceding Business Day;(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 that calendar month. The above rules will only apply to the last Month of any period. "MLC" means the Maritime Labour Convention of 2006. "Mortgage" means the first priority mortgage, to be executed and recorded by the Borrower against the Vessel in favour of the Agent (on behalf of the Finance Parties) in the relevantApproved Ship Registry, in form and substance satisfactory to the Agent (on behalf of the Finance Parties). "Mortgaged Assets" means: (a)the Vessel; (b)the Earnings; (c)the Insurances; (d)the Shares; and (e)the Earnings Accounts.16"Obligor" means the Borrower or the Guarantor, and "Obligors" means the Borrower and the Guarantor collectively. "Optional Rate Switch" has the meaning given to that term in Clause 8.1 (Optional Rate Switch) paragraph (a). "Optional Rate Switch Date" has the meaning given to that term in Clause 8.1 (Optional Rate Switch) paragraph (b). "Optional Rate Switch Notice" means a notice in substantially the form set out in Schedule 4 (Optional Rate Switch Notice). "Original Facility Agreement" means this Agreement, in form and content of the original facility agreement dated 26 November 2014. "Original Financial Statements" means the audited financial statements of the Guarantor for the financial year ended 31 December 2013. "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 to the Finance Documents. "Party" means a party to this Agreement. "Payment Date" means the first day in the Month falling six Months after Utilisation Date and each day falling with six monthly intervals thereafter always being the first day in suchMonth, and if such date is not a Business Day, the immediately following Business Day in that calendar month after which the next consecutive payment still shall be made on the first dayof the relevant month. "Poseidon Principles" means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published on 18 June 2019 and available onhttps://www.poseidonprinciples.org/ as the same may be amended or replaced to reflect changes in applicable law or regulation or the introduction of or changes to mandatoryrequirements of the International Maritime Organization from time to time. "Prepayment Costs" means the present value as per the relevant prepayment- or cancellation date (using the zero coupon swap rate applicable on the relevant prepayment- or cancellationdate as the discount rate, and the relevant Payments Dates under the remaining Interest Periods as the relevant points in time to discount the below cash flows) of any positive amountconstituting the difference between: (i)the Original Lender's cost of funding the Facility as of the date of the signed facility offer, being 21 April 2020 in dollars in the form of a spread above LIBOR calculated for theremaining Interest Periods taking into account the amount, tenor and repayment profile of the prepaid part of the Loan and/or cancelled part of the Facility; and (ii)the Original Lender's cost of funding such prepaid part of the Loan and/or cancelled part of the Facility as of the date of the prepayment or cancellation on the basis of an identicaltenor and repayment profile as that of the prepaid part of the Loan and/or cancelled part of the Facility (as determined by the Original Lender in its sole discretion) in USD in theform of a spread above the aggregate of the relevant Reference Rate and the relevant CAS calculated for the remaining Interest Periods taking into account the amount and therepayment profile of the prepaid part of the Loan and/or cancelled part of the Facility.17"Quotation Day" means: (a)in relation to any period for which an interest rate is to be determined on basis of Term SOFR or Interpolated Term SOFR, two (2) US Government Securities Business Days before the firstday 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 marketpractice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days)); and(b)in relation to any period for which an interest rate is to be determined on basis of SOFR or Central Bank Rate, the Business Day which follows the day which is five (5) US GovernmentSecurities Business Days prior to the last day of that period. "Recognized Organization" means, in respect of the Vessel, an organization representing the Vessel's flag state and, for the purposes of Clause 21.9 (Poseidon Principles), dulyauthorized to determine whether the Borrower has complied with Regulation 22A of Annex VI. "Reference Rate" means, in relation to the 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 of the Loan; (b)after any Optional Rate Switch has occurred, SOFR in relation to any day during the Interest Period of the Loan; or (c)as otherwise determined pursuant to Clause 11 (Changes to the calculation of interest), and if, in either case, that rate is less than zero, the Reference Rate shall be deemed to be zero. "Relevant Market" means the market for overnight cash borrowing collateralised by US Government securities. "Repeating Representations" means each of the representations set out in Clause 20 (Representations). "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 listed on any Sanctions List (whether designated by name or by reason of being included in a class of person);18(b)that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of, a country which is subject to Sanctions Laws (including, withoutlimitation, at the Signing Date Cuba, Iran, Myanmar (Burma), North Korea, Syria and Sudan); (c)that is directly or indirectly owned or controlled by a person referred to in (i) and/or (ii) above ; or (d)with which any Lender is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws; or (e)is otherwise a target of Sanctions Laws. "Sanctions Authority" means the Norwegian State, the United Nations, the European Union, the member states of the European Union (including without limitation the United Kingdomand Denmark), the United States of America, any country to which any Obligor or any Affiliate of any of them is bound, and any authority 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, the United States Department of State, and Her Majesty’sTreasury. "Sanctions Laws" means the economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices fromregulators implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority. "Sanctions List" means: (a)the "Specially Designated Nationals and Blocked Persons" list maintained by OFAC; (b)the "Consolidated List of Financial Sanctions Targets" maintained by HMT; (c)the Consolidated List of persons, groups and entities subject to the European Union financial sanctions; or (d)any similar list maintained by, or public announcement of Sanctions Laws designation made by, any other Sanctions Authority. "Security" means a mortgage, charge, pledge, lien, assignment, subordination or other security interest securing any obligation of any person or any other agreement or arrangementhaving a similar effect. "Security Document" means each document listed in Clause 18 (Security) and any other document agreement agreed between the Parties to be a Security Document. "Security Period" means the period commencing on the Signing Date and ending on the date on which the Agent notifies the Borrower and the other Finance Parties that: (a)all amounts which have become due for payment by the Borrower 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;19(c)none of the Obligors have any future or contingent liability under any provision of this Agreement, the other Finance Documents; and (d)the Agent or the other Finance Parties do not consider that there is a significant risk that any payment or transaction under a Finance Document would be set aside, or would have to bereversed 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 FinanceDocument. "Shares" means all of the Guarantor's present shares in the Borrower together with any future shares and other present and future securities issued by the Borrower to the Guarantorincluding, without limitations, warrants, options, bonus shares, subscription rights and convertibles and all rights over or in respect of such shares or other securities in the Borrower,including all voting rights and rights to receive dividends, other distributions and/or liquidation or redemption proceeds. "Shipbuilding Contract" means the shipbuilding contract (as amended from time to time) dated 14 February 2014 and entered into between the Guarantor as buyer and the Yard as builderfor the construction of the Vessel. "Signing Date" means the date of the Original Facility Agreement. "SMC" means a valid safety management certificate issued for the Vessel issued by the Classification Society pursuant to paragraph 13.7 of the ISM Code. "SMS" means a safety management system for the Vessel developed and implemented in accordance with the ISM Code and including the functional requirements duties and obligationsthat follow from 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 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 for the purpose of calculating the Reference Rate under thisAgreement, SOFR shall in relation to any US Government Securities Business Day during the Interest Period of the Loan be the percentage rate per annum which is the compounded SOFRwith five (5) days lookback period without observation shift for that day and otherwise in all respects calculated by the Agent in accordance with the methodology set out in Schedule 10 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement. "SOLAS" means the International Convention for the Safety of Life at Sea of 1974 as adopted and amended from time to time. "Specified Time" means 11:00 a.m. (Copenhagen time). "Statement of Compliance" means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI. 20"Subsidiary" means an entity of which a person has direct or indirect control (whether through the ownership of voting capital, by contract or otherwise) or owns directly orindirectly more than 50 % of the shares and for this purpose an entity shall be treated as controlled by another if that entity is able to direct its affairs and/or to control the composition ofthe 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 any failure to pay or any delay inpaying any of the same). "Technical Management Agreement" means any technical management agreement made between the Technical Manager and the Borrower for the technical management of the Vessel. "Technical Manager" means Goodwood Shipmanagement Pte. Ltd. or any other technical manager which is part of the DHT Group or any other technical manager acceptable to theAgent (on behalf of the Finance Parties) "Term SOFR" means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate)for the relevant period published by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate). "Total Commitments" means the aggregate of the Commitments being the lower of (i) 65% of the Market Value of the Vessel upon Utilisation and (ii) USD 49,400,000. "Total Interest Bearing Debt" means all debt and financial instruments (including financial leases) which bear interests. "Total Loss" means, in relation to the Vessel: (a)the actual, constructive, compromised, agreed, arranged or other total loss of that Vessel; and; (b)any expropriation, abandonment, confiscation, condemnation, requisition or acquisition of the 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 to represent a governmental or officialauthority, 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 redeliveredto the full control of the Borrower; and (c)any theft, capture, seizure, piracy or hijacking of the Vessel unless it is within one (1) month from the Total Loss Date redelivered to the full control of the Borrower. "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 that Vessel was last heard of; 21(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 the insurers (provided aclaim 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 is subsequently admitted by the insurers ora total loss is subsequently adjudged by a competent court of law or arbitration panel to have occurred or, if earlier, the date falling three (3) months after notice of abandonment of thatVessel was given to the insurers; and (ii) the date of compromise, arrangement or agreement made by or on behalf of the Borrower with the Vessel's insurers in which the insurers agree totreat that 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 that the event constituting the total loss occurred. "Transaction Documents" means the Finance Documents, any Shipbuilding Contract, any Technical Management Agreement and any Commercial Management Agreement and anyCharterparty, together with any other documents contemplated herein or therein. "Transfer Certificate" means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower. "Transfer Date" means, in relation to an assignment or a transfer, the later of: (a)the proposed Transfer Date specified in the Transfer Certificate; and (b)the date on which the Agent executes the Transfer Certificate. "Unpaid Sum" means any sum due and payable but unpaid by an Obligor 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 income departments of its members be closed for theentire day for purposes of trading in US Government securities. "US Tax Obligor" means: (a)the Borrower 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 the Facility. "Utilisation Date" means the date of the Utilisation, being the date on which the Loan is to be made.22"Utilisation Request" means a notice substantially in the form set out in Schedule 3 (Utilisation Request). "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 by GAAP, adjusted with ExcessValues. "VAT" means value added tax and any other tax of a similar nature in the relevant jurisdiction. "Vessel" means one (1) 300,000 dead weight ton new building VLCC Vessel to be built at the Yard with hull no. 2781, for an expected price of USD 98,800,000 and to be registered in anApproved Ship Registry in the name of the Borrower on the Delivery Date which is scheduled to take place on the Expected Delivery Date. "Working Capital" means Current Assets less Current Liabilities. "Write-down and Conversion Powers" means the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule. "Yard" means Hyundai Heavy Industries Co. Ltd., Ulsan, Korea. 1.2Construction (a)Unless a contrary indication appears, any reference in this Agreement to: (i)the "Agent", any "Obligor" any "Finance Party", any "Lender", or any "Party" shall be construed so as to include its successors in title, permitted assigns and permittedtransferees; (ii)a Lender's "cost of funds" in relation to its participation in the Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender wouldincur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the InterestPeriod of the 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 as amended, 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 or future, actual or contingent;23(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 (whetheror 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 supranationalbody, 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 Copenhagen 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 Finance Document has the same meaning in thatFinance 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 been waived. (e)In case of conflict between this Agreement and any of the Security Documents, the provisions of this Agreement shall prevail. (f)A Compounding Methodology Supplement relating to SOFR overrides anything relating to that rate in: (i)Schedule 10 (Daily Non-Cumulative Compounded RFR Rate); or (ii)any earlier Compounding Methodology Supplement.24SECTION 2THE FACILITY 2.THE FACILITY 2.1The Facility Subject to the terms of this Agreement, the Lender makes available to the Borrower a USD secured amortising term loan facility available in the amount of the lower of (i) USD 49,400,000and (ii) 65 % of the Market Value of the Vessel upon Utilisation. 2.2Finance 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 Finance Documents does not affect theobligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other 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 the Finance Documents to a FinanceParty from an Obligor shall be a separate and independent debt.(c)A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents. 2.3FA Act Each Obligor specifically waives all rights under the provisions of the FA Act not being mandatory provisions. 3.PURPOSE 3.1Purpose The Borrower shall apply all amounts borrowed by it under the Facility towards the post- delivery financing of the Vessel to partly finance the acquisition of the Vessel. 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 (Conditions precedent) Part I no later than 30November 2014. The Agent shall notify the Obligors and the Lender promptly upon being so satisfied. (b)The Borrower may not deliver an Utilisation Request unless the Agent has received all of the documents and other evidence listed in Schedule 2 (Conditions precedent) Part II at leasttwo (2) Banking Days prior to the delivery of the Utilisation Request (except those documents which are expressly stated to be deliverable on the Utilisation Date). The Agent shall notifythe Borrower and the Lenders promptly upon being so satisfied.254.2Further conditions precedent The Lender will only be obliged to comply with Clause 5.4 (Lender' participation) if on the date of the Utilisation Request and on the proposed Utilisation Date: (a)no Default is continuing or would result from the proposed Loan; (b)the Repeating Representations to be made by each of the Obligors are true in all material respects; (c)there has been no Material Adverse Effect since the Original Financial Statements; (d)there has been no Disruption Event or Market Disruption Event; and (e)there has been no unforeseen occurrences or changes in legislation or events outside the control of the Lenders preventing the Lenders from either advancing or funding the Utilisation. 4.3Maximum number of drawings The Facility may be drawn in 1 – one – drawing. 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 or in part and with or withoutconditions by the Agent (acting on the instructions of all of the Lenders).26SECTION 3UTILISATION5.UTILISATION 5.1Delivery of a Utilisation Request The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than 12:00 noon Copenhagen time on the date falling two (2) BusinessDays prior to the Utilisation Date. 5.2Completion of a Utilisation Request The Utilisation Request is irrevocable and unconditional and will not be regarded as having been duly completed unless: (a)the proposed Utilisation Date is a Business Day within the 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 10 (Interest Periods). 5.3Currency and amount (a)The currency specified in the Utilisation Request must be USD. (b)The amount of the proposed Loan must be an amount which is not more than the Total Commitments. 5.4Lender' participation (a)If the conditions set out in this Agreement have been met, each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office. (b)The amount of each Lender's participation in the Loan will be equal to the proportion borne by its Commitment to the Available Facility immediately prior to making the Loan.(c)The Agent shall notify each Lender of the amount of the and the amount of its participation in the Loan upon receipt of the Utilisation Notice from the Borrower. 5.5Cancellation of Commitment The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period. Also, any part of the Commitments outstanding after theUtilisation shall be immediately cancelled.27SECTION 4REPAYMENT, PREPAYMENT AND CANCELLATION6.REPAYMENT 6.1Repayment of the Loan (a)The Borrower shall repay the Loan on each Payment Date by consecutive semi- annual instalments, each in an amount as set out in Schedule 8 (Repayment schedule) hereto, plus aballoon payment of the remaining amount payable concurrently with the last instalment. (b)Any Outstanding Indebtedness is due and payable on the Maturity Date. 6.2Re-borrowing The Borrower may not re-borrow any part of the Facility which is repaid. 7.PREPAYMENT AND CANCELLATION 7.1Voluntary cancellation The Borrower, or the Guarantor if no Borrower has acceded to the Agreement, may, if they give the Agent not less than ten (10) Business Days (or such shorter period as the MajorityLenders may agree) prior notice, cancel the whole or any part (being a minimum amount of the aggregate of two instalments or multiples thereof) of the Available Facility. Any cancellationunder this Clause 7.1 (Voluntary cancellation) shall occur on a Payment Date and reduce the Commitments of the Lenders proportionately. 7.2Voluntary prepayment of the Loan The Borrower may, if they give the Agent not less than ten (10) Business Days (or such shorter period as the Majority Lender may agree) prior written notice, prepay the whole or any partof the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of the aggregate of two instalments or multiples thereof). Any prepayment underthis Clause 7.2 (Voluntary prepayment of the Loan) shall occur on a Payment Date. The appliance of any prepayment hereunder shall be decided by the Borrower. If the Borrower has not made such a decision in the notice the prepayment will be applied on a pro-ratabasis. 7.3Illegality If it becomes unlawful in any applicable jurisdiction or contrary to, or declared by any Sanctions Authority which has jurisdiction over a Lender (or an affiliate of a Lender) to be contraryto, Sanctions Laws by which a Lender is bound (including, without limitation, due to actions by any Obligor), for a Lender to perform any of its obligations as contemplated by thisAgreement or to fund or maintain its participation in the Loan: (a)that Lender shall promptly notify the Agent upon becoming aware of that event; (b)upon the Agent notifying the Borrower, or the Guarantor if no Borrower has acceded to the Agreement, the Commitment of that Lender will be immediately cancelled; and (c)the Borrower shall repay that Lender's participation in the Loan made to the Borrower on the Payment Date for the Loan occurring after the Agent has notified the Borrower 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 any applicable grace period permitted by law).287.4Total Loss or sale of the Vessel If the Vessel is sold or shall suffer a Total Loss, the Agent shall: (a)in case of a sale, on or before the date on which the sale is completed by delivery of the Vessel to the buyer; or (b)in the case of a Total Loss, on the earlier of the date falling hundred and twenty (120) days after the Total Loss Date and the receipt by the Agent (on behalf of the Finance Parties) of theproceeds of Insurance or requisition compensation relating to such Total Loss; cancel the Total Commitments and declare the Outstanding Indebtedness immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstandingamounts will become immediately due and payable. Notwithstanding the above, the Borrower shall have the option to substitute the Vessel with another vessel with the same age (or younger), same (or longer) expected lifetime, and with thesame (or higher) market value (to be determined by a valuation taken out by the Agent from an Approved Broker) and be operated by the Borrower. The substitution vessel shall be ownedby the Borrower, registered in an Approved Ship Registry and subject to approved classification. The substitution is further subject to the Agent’s approval of the above statedrequirements and satisfactory documentation. 7.5Market Value (a)If the Market Value of the Vessel is less than 135% of the Outstanding Indebtedness at any time, the Borrower shall, upon written demand from the Agent (on behalf of the Lenders), either(i)prepay the Loan or a part of the Loan (as the case may be); or (ii)provide the Lenders with such additional security, which in the opinion of the Agent has a net realisable value at least equal to the shortfall and is documented in such terms as theAgent may approve or require, as shall eliminate the shortfall. (b)Any prepayment under this Clause 7.5 (Market Value) shall be applied pro-rata against the Loan, first against the balloon payment and then against the instalments in inverse order ofmaturity. 7.6Change of Control If a Change of Control occurs, (a)the Borrower shall promptly notify the Agent upon becoming aware of that event; (b)a Lender shall not be obliged to fund the Utilisation; (c)the Agent shall cancel the Total Commitments; and29(d)the Borrower shall within ten (10) Business Days prepay the Outstanding Indebtedness in full. 7.7Right of replacement or repayment and cancellation in relation to a single Lender (a)If: (i)any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 13.2 (Tax gross-up); (ii)any Lender claims indemnification from the Borrower under Clause 13.3 (Tax indemnity) or Clause 14.1 (Increased costs); or (iii)at any time on or after the date which is six (6) months before the earliest FATCA Application Date for any payment by a Party to a Lender (or to the Agent for the account of thatLender), that Lender is not, or has ceased to be, a FATCA Exempt Party and, as a consequence, a Party will be required to make a FATCA Deduction from a payment to that Lender(or to the Agent for the account of that Lender) on or after that FATCA Application Date, the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification or FATCA Deduction 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 Loan or give the Agent notice of its intention toreplace that Lender in accordance with paragraph (d) below.(b)On receipt of a notice of cancellation referred to in paragraph (a) above, the Total Commitment of that Lender shall immediately be reduced to zero. (c)On the last day of each Interest Period which ends after the Borrower have given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Borrower in thatnotice), the Borrower shall repay that Lender's participation in the Loan.(d)The replacement of a Lender pursuant to paragraph (a) above shall be subject to the following conditions: (i)the Borrower 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 (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents. 7.8Restrictions (a)Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and cancellation) shall be irrevocable and, unless a contrary indication appears in thisAgreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.30(b)Any partial prepayment under this Agreement (except voluntary prepayments) shall be applied in inverse order of maturity firstly against the balloon and then the remaining repaymentsinstalments.(c)Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs and Prepayment Cost. (d)Any cancellation under this Agreement shall be made together with any Prepayment Cost. (e)The Borrower may not re-borrow any part of the Facility which is prepaid. (f)The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in thisAgreement. (g)No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (h)If the Agent receives a notice under this Clause 7 (Prepayment and cancellation) it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, asappropriate.(i)If all or part of the Loan is repaid or prepaid and is not available for redrawing, an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemedto be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders proportionately.SECTION 5COSTS OF UTILISATION8.OPTIONAL RATE SWITCH 8.1Optional Rate Switch (a)The Borrower may in its sole discretion one (1) time during the lifetime of the Facility freely chose to switch the Reference Rate from Term SOFR to SOFR by delivering a duly executedOptional Rate Switch Notice at latest five (5) Business Days before the end of the nearest ending current Interest Period for the Loan (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 9.2 (Payment of interest), the OptionalRate Switch shall take effect from the first day in the next Interest Period for the Loan meaning that the use of Term SOFR 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 the Loan.318.2Notification by Agent Following the occurrence of an Optional Rate Switch, the Agent shall promptly notify the Lenders. 9.INTEREST 9.1Calculation of interest (a)The rate of interest on the Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable: (i)Margin; (ii)CAS; and (iii)Reference Rate. (b)If any day during an Interest Period for the Loan for which SOFR is the applicable Reference Rate is not US Government Securities Business Day, the rate of interest on the Loan for thatday will be the rate applicable to the immediately preceding US Government Securities Business Day. 9.2Payment of interest The Borrower shall pay accrued interest on the Loan on the last day of the relevant Interest Period, or in the case Term SOFR is the applicable Reference Rate and the Interest Period islonger than six (6) months, on each Payment Date. Any outstanding interest accrued before an Optional Rate Switch shall in any event be paid by the Borrower at latest on the BusinessDay before the Optional Rate Switch Date. 9.3Default interest (a)If an Obligor fails to pay the amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment(both before and after judgment) at a rate which, subject to paragraph (b)below, is two (2) per cent higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted the Loan in the currency of theoverdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 9.3 (Default interest) shall beimmediately payable by the Obligors on demand by the Agent.(b)If any Unpaid Sum consists of all or part of the Loan for which Term SOFR is the applicable Reference Rate which became due on a day which was not the last day of an Interest Periodrelating to the 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 the Loan; 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 have applied if the overdue amounthad not become due.32(c)Default interest (if unpaid) arising on an overdue amount will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that overdue amount but will remainimmediately due and payable. 9.4Notification of rates of interest (a)The Agent shall promptly notify the relevant Lenders and the Borrower 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 the Loan. (c)This Clause 9.4 shall not require the Agent to make any notification to any Party on a day which is not a Business Day. 10.INTEREST PERIODS 10.1Duration (a)Each Interest Period shall be for a period of six (6) months. (b)An Interest Period shall not extend beyond the Maturity Date. (c)The first Interest Period shall start on the Utilisation Date and each subsequent Interest Period shall start on the first day in the Month falling sixth months after the Utilisation Date and insix monthly intervals thereafter. 10.2Non-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 that calendar month (if there is one) or thepreceding Business Day (if there is not). 11.CHANGES TO THE CALCULATION OF INTEREST 11.1Absence 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 the Loan, the applicable Reference Rate shall be theInterpolated Term SOFR for a period equal in length to the Interest Period of the 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 Loan and in case of Term SOFR it is notpossible to calculate the Interpolated Term SOFR, the applicable Reference Rate shall be the percentage rate per annum which is the aggregate of (i) the arithmetic mean of the CentralBank Rate for the relevant days in the Interest Period of the Loan, provided that the Central Bank Rate applicable to the day falling five (5) days prior to the last day of the relevant InterestPeriod shall be deemed to be the Central Bank Rate for the final five (5) days of that Interest Period and (ii) the applicable Central Bank Rate Adjustment.3311.2Interest calculation if no Term SOFR, SOFR or Central Bank Rate If Clause 11.1 (Absence of quotations) paragraph (b) applies but no Central Bank Rate is available for the purpose of calculating the Reference Rate, Clause 11.4 (Cost of funds) shall applyto the Loan for the relevant Interest Period. 11.3Market disruption If before close of business in Copenhagen on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in theLoan exceed fifty (50) per cent. of the Loan) that its cost of funds relating to its participation in the Loan would be in excess of that Market Disruption Rate then Clause 11.4 (Cost of funds)shall apply to the Loan for the relevant Interest Period. 11.4Cost of funds (a)If this Clause 11.4 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 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 Days before the date on which interest isdue to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in the Loan. (b)If this Clause 11.4 applies and the Agent or the Borrower so require, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view toagreeing 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. (d)If an alternative basis is not agreed pursuant to paragraph (b) above, the Borrower shall have the option to (i) cancel and prepay the Loan according to Clause 7.1 (Voluntarycancellation) and 7.2 (Voluntary prepayment of the Loan) or (ii) continue to pay interest calculated under Clause 11.4 (Cost of funds). For the avoidance of doubt, Clause 38.3 (Changes toReference Rates) shall in any event apply if and when relevant according to its terms. (e)The Borrower shall continue to pay interest calculated under Clause 11.4 (Cost of funds) as long as no agreed substitute basis for determining the rate of interest has been implemented.(f)If this Clause 11.4 applies and: (i)a Lender's Funding Rate is less than the Market Disruption Rate; or34(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 the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market DisruptionRate for that Loan. 11.5Notification of market disruption If Clause 11.4 (Cost of funds) applies the Agent shall, as soon as is practicable, notify the Borrower and each of the relevant Lenders. 11.6Break Costs (a)The Borrower 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 part of the Loan or Unpaid Sum beingpaid by that Borrower on a day other than the last day of the Interest Period for the Loan or Unpaid Sum. (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 Break Costs for any Interest Period inwhich they become, or may become, payable. 12.FEES AND COSTS 12.1Commitment fee (a)The Borrower, or the Guarantor if no Borrower has acceded to the Agreement, shall pay to the Agent (for the account of each Lender) a fee computed at the rate of forty per cent (40%) ofthe Margin per annum and calculated on the undrawn portion of the Facility from 1 July 2014. (b)The accrued commitment fee is payable quarterly in arrears first time on 30 September 2014 and in addition on the Utilisation Date, on the last day of the Availability Period and ifcancelled, on the cancelled amount of the Commitment at the time the cancellation is effective. 12.2Up-front fee The Borrower, or the Guarantor if no Borrower has acceded to the Agreement, shall upon signing of this Agreement pay to the Agent for further distribution to the Lenders a non-refundable up-front fee of zero point seventy five per cent (0.75 %) of the Facility in the amount of USD 370,500. 50% of the up-front fee is payable upon signing of this Agreement andthe remaining 50 % of the upfront fee is payable upon the Utilisation Date. 12.3Agency fee The Borrower shall, if the number of Lenders is more than one (1), pay to the Agent an annual agency fee to be discussed and agreed if it becomes relevant. 12.4Payment of fees and costs - general For the avoidance of doubt, if no Borrower has acceded to the Agreement the Guarantor shall be liable to pay all fees and costs due under this Agreement, including but not limited to thefees mentioned in this Clause 12 (Fees and costs) and any Prepayment Costs.35SECTION 6ADDITIONAL PAYMENT OBLIGATIONS 13.TAX GROSS UP AND INDEMNITIES 13.1Definitions 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 or receivable(or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document. "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. 13.2Tax gross-up (a)All payments under the Facility shall be made free and clear of all present and future taxes, levies or duties of any nature whatsoever, levied either now or at any future time.(b)Each Obligor shall make all payments to be made by it without any Tax Deduction whatsoever, unless a Tax Deduction is required by law. (c)The Borrower 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 a Tax Deduction) notify the Agentaccordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shallnotify the Obligors. (d)If a Tax Deduction is required by law to be made by an 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. (e)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 Tax Deduction within the time allowed andin the minimum amount required by law. (f)Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agentfor the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate paymentpaid to the relevant taxing authority. 13.3Tax indemnity (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 which that Protected Party determineswill be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.36(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 that Finance Party is treated as residentfor 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 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 Finance Party;or (ii)to the extent a loss, liability or cost: (A)is compensated for by an increased payment under Clause 13.2 (Tax gross- up), Clause 13.7 (FATCA Deduction and gross-up by Obligor) or paragraph(b) of Clause 12.8 (FATCA Deduction by Finance Party); (B)is compensated for by an increased payment under Clause 13.2 (Tax gross- up); or (C)is compensated for by a payment under paragraph (d) of Clause 13.8 (FATCA Deduction by a Finance 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 has given, rise to the claim, followingwhich the Agent shall notify the Borrower.(d)A Protected Party shall, on receiving a payment from an Obligor under this Clause 13.3 (Tax indemnity), notify the Agent. 13.4Stamp taxes The Borrower shall pay and, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stampduty, registration and other similar Taxes payable in respect of any Finance Document. 13.5VAT (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 the consideration for a supply or supplies forVAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, that Party shall pay to the Finance Party (in addition to and at the same time aspaying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).37(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) suchFinance 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 determines that it isentitled to credit or repayment in respect of such VAT from the relevant tax authority. 13.6FATCA 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 "passthru payment percentage" or otherinformation required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for thepurposes of that other Party's compliance with FATCA.(b)If a Party confirms to another Party pursuant to 13.6 (a) (i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA ExemptParty, that Party shall notify that other Party reasonably promptly. (c)Paragraph (a) above shall not oblige any Finance Party to do anything which would 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. (d)If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, whereparagraph (c) above applies), then:(i)if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCAExempt Party; and(ii)if that Party failed to confirm its applicable "passthru payment percentage" then such Party shall be treated for the purposes of the Finance Documents (and payments madethereunder) as if its applicable "passthru payment percentage" is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms,documentation or other information.3813.7FATCA Deduction and gross-up by Obligor (a)If an Obligor is required to make a FATCA Deduction, that Obligor shall make that FATCA Deduction and any payment required in connection with that FATCA Deduction within the timeallowed and in the minimum amount required by FATCA.(b)If a FATCA Deduction is required to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any FATCA Deduction)leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required. (c)An Obligor shall promptly upon becoming aware that an Obligor must make a FATCA Deduction (or that there is any change in the rate or the basis of a FATCA Deduction) notify theAgent accordingly. Similarly, a Finance Party shall notify the Agent on becoming so aware in respect of a payment payable to that Finance Party. If the Agent receives such notificationfrom a Finance Party it shall notify the Obligors.(d)Within thirty (30) days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Obligor making that FATCA Deduction or paymentshall deliver to the Agent (on behalf of the Finance Party entitled to the payment) evidence reasonably satisfactory to that Finance Party that the FATCA Deduction has been made or (asapplicable) any appropriate payment paid to the relevant governmental or taxation authority. 13.8FATCA Deduction by a Finance Party (a)Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance 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. A Finance Partywhich becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shallnotify that Party and the Agent. (b)If the Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 31.2 (Distributions by the Agent) which relates to a payment by an Obligor,the amount of the payment due from that Obligor shall be increased to an amount which (after the Agent has made such FATCA Deduction), leaves the Agent with an amount equal to thepayment which would have been made by the Agent if no FATCA Deduction had been required.(c)The Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 31.2 (Distributions by the Agent) whichrelates to a payment by an Obligor (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the relevant Obligor and the relevant Finance Party.39(d)The relevant Obligor shall (within three (3) Business Days of demand by the Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Partydetermines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to itunder a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) above.(e)A Finance Party making, or intending to make, a claim under paragraph (d) above shall promptly notify the Agent of the FATCA Deduction which will give, or has given, rise to the claim,following which the Agent shall notify the Obligors. 13.9Tax Credit and FATCA If an Obligor makes a FATCA Payment and the relevant Finance Party determines that: (a)a Tax Credit is attributable to an increased payment of which that FATCA Payment forms part, to that FATCA Payment or to a FATCA Deduction in consequence of which that FATCAPayment was required; 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 it would have been in had theFATCA Payment not been required to be made by that Obligor.14.INCREASED COSTS 14.1Increased costs (a)Subject to Clause 14.3 (Exceptions) the Borrower shall and the Guarantor shall (until the Borrower has acceded to the Agreement), within three (3) Business Days of a demand by theAgent, pay for the account of a Finance Party the 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 changein (or in the interpretation, administration or application of) any law or regulation, (ii) compliance with any law or regulation made after the Signing Date or (iii) compliance with theimplementation by the applicable authorities of the matters set out in the statement of the Basel Committee on Banking Regulations and Supervisory Practices labelled "Basel III" and thecontinuing application of the same (b)In this Agreement "Increased Costs" means: (i)a reduction in the rate of return from the Facility 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,40which 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 its Commitment or funding orperforming its obligations under any Finance Document. 14.2Increased cost claims (a)A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptlynotify the Borrower.(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. 14.3Exceptions (a)Clause 14.1 (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 an Obligor (ii)attributable to a FATCA Deduction required to be made by an Obligor or a Finance Party; (iii)compensated for by paragraph (d) of Clause 13.8 (FATCA Deduction by a Finance Party); (iv)compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so compensated solely because any of theexclusions in paragraph (b) of Clause 13.3 (Tax indemnity) applied); (v)attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or (vi)attributable to the implementation or application of or compliance with the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework"published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the Signing Date (but excluding any amendment arising out of Basel III) ("Basel II")or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Lender or any of its Affiliates) (b)In this Clause 14.3 (Exceptions), (i)a reference to a "Tax Deduction" has the same meaning given to the term in Clause 13.1 (Definitions); and (ii)“Basel III" means the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banksand banking systems", "Basel III: 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, and any further guidanceor standards published by the Basel Committee on Banking Supervision relating to "Basel III”.4115.OTHER INDEMNITIES 15.1Currency 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 be converted 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 due against any cost, loss orliability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into theSecond Currency and (B) the rate or rates of exchange available to that person at the time of its receipt 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 than that in which it is expressed to bepayable. 15.2Other 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 Party in any jurisdiction (includingbut not limited to any cost, loss or liability incurred by any of the Finance Parties arising or asserted under or in connection with any law or convention relating to safety at sea, the ISMCode, any Environmental Law or any Sanctions Laws) as a result of: (a)the occurrence of any Event of Default; (b)a failure by an Obligor 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 30 (Sharingamong the Finance Parties);(c)funding, or making arrangements to fund, its participation in the Loan requested by the Borrower in the Utilisation Request but not made by reason of the operation of any one or more ofthe provisions of this Agreement;(d)a third party claim related to the Finance Documents, the Obligors or the Vessel, hereunder any Environmental Claims or any non-compliance by any Obligor, the Technical Manager, theCommercial Manager and/or any Charterer with applicable laws including Sanctions Laws;42(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 (including reasonable counsel fees anddisbursements) incurred by the Agent or any other Finance Party as a result of conduct of any Obligor or any of their partners, directors, officers, employees, agents or advisors, thatviolates any Sanctions Laws; or(f)the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower., in each case other than by reason of default or negligence by that Finance Party alone. 15.3Indemnity to the Agent The Obligors shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of: (a)investigating any event which it reasonably believes is a Default; or (b)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.16.MITIGATION BY THE LENDERS 16.1Mitigation (a)Each Finance Party shall, in consultation with the Borrower or the Guarantor if no Borrower has acceded to the Agreement, take all reasonable steps to mitigate any circumstances whicharise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.3 (Illegality), Clause 13 (Tax gross-up and indemnities) orClause 14 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office. (b)Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents. 16.2Limitation of liability (a)The Borrower or the Guarantor if no Borrower has acceded to the Agreement shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that FinanceParty as a result of steps taken by it under Clause 16.1 (Mitigation). (b)A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it. 17.COSTS AND EXPENSES 17.1Transaction expenses The Borrower, or the Guarantor if no Borrower has acceded to the Agreement, shall promptly on demand pay to the Agent and the Finance Parties the amount of all costs and third partyexpenses (including legal fees, travel expenses and out of pocket expenses) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution andsyndication of:43(a)this Agreement and any other documents referred to in this Agreement; and (b)any other Finance Documents executed after the Signing Date. 17.2Amendment and enforcement costs The Borrower or the Guarantor if no Borrower has acceded to the Agreement shall, within three (3) Business Days of demand, reimburse the Agent and any Finance Party for the amountof all duly documented costs and expenses (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 the Finance Documents. For the avoidance of doubt, costs payable by the Borrower under Clause 15.2 (c) (Other Indemnities), Clause 15.3 (Indemnity to the Agent) Clause 17.1 (Transaction Expenses) and thisClause 17.2 (Amendment and enforcement costs) as relevant, (i) covers cost 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.44SECTION 7SECURITY18.SECURITY 18.1Security The obligations and liabilities of each Obligor under the Finance Documents, whether present and future, actual or contingent, whether as primary obligor or as guarantor, including(without limitation) the Borrower’s obligation to repay the Loan together with all unpaid interest, default interest, commissions, charges, expenses, fees and costs and any other derivedliability whatsoever of the Borrower towards the Finance Parties in connection with this Agreement, shall at any time until all amounts due to the Finance Parties under any FinanceDocument have been paid and/or repaid in full, be secured on a cross-collateralized basis by the following security: (a)the Mortgage; (b)the Deed of Covenants; (c)the Guarantee;(c)the Guarantee; (d)the Assignment Agreement; and (e)the Deed of Charge, including customary power of attorney for sale of the Shares and signed but undated letters of resignation from each director. and any other document that may have been or shall from time to time hereafter be executed as Security for the Borrower’s obligations under or pursuant to the Finance Documents The Security Documents shall rank with first priority and shall include any obligations under the Finance Documents, always subject to the provision of Clause 30.5 (Partial Payments). 18.2Perfection etc. The Borrower undertake to ensure that the Security Documents are duly executed by the parties thereto in favour of the Agent (on behalf of the Finance Parties) and/or the Lenders (asthe 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 documentationas the Agent may reasonable require in order for the relevant Finance Parties, to maintain the security position envisaged hereunder. 18.3Further assignment of Earnings (a)In the event that the Borrower enters into any Charterparty, the Borrower shall prior to the commencement date do its best endeavours to assign any Earnings accruing thereunder infavour of the Agent (on behalf of the Finance Parties). (b)Notwithstanding paragraph (a) above, upon on the occurrence of an Event of Default, the Borrower shall do its best endeavours to assign any Earnings accruing under any contract ofemployment for the Vessel.4519.GUARANTEE AND INDEMNITY 19.1Guarantee and indemnity The Guarantor irrevocably and unconditionally: (a)guarantees to each Finance Party the punctual performance by the Borrower of all the Borrower’s obligations under the Finance Documents. (b)undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, it shall immediately on demandpay 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 thatFinance Party immediately on demand against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidityor illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the Guarantor under this indemnity will not exceedthe amount it would have had to pay under this Clause 19 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee; provided, however, that the maximum guarantee liability of the Guarantor hereunder shall always be limited to USD 59,280,000 plus (i) any interest, default interest, Break Cost, PrepaymentCosts, or other costs, fees, indemnities and expenses related to the Borrower’s obligations under the Finance Documents and (ii) any default interest or other costs, fees and expensesrelated to the liability of the Guarantor hereunder. 19.2Continuing guarantee This Guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Borrower under the Finance Documents, regardless of any intermediate paymentor discharge in whole or in part. 19.3Reinstatement If any discharge, release or arrangement (whether in respect of the obligations of the Borrower or any security for those obligations or otherwise) is made by a Finance Party in whole or inpart 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 theliability of the Guarantor under this Clause 19 (Guarantee and indemnity) will continue or be reinstated as if the discharge, release or arrangement had not occurred. 19.4Waiver of defences The obligations of the Guarantor under this Clause 19 (Guarantee and indemnity), will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce,release or prejudice any of its obligations under this Clause 19 (Guarantee and indemnity) (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, the Borrower or other person;46(b)the release of the Borrower or any other person under the terms of any composition or arrangement with any creditor of the Borrower; (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, the Borrower or otherperson or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any 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 Borrower or any other person; (e)any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other documentor security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document orother 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. 19.5Immediate 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 other rights or security or claimpayment from any person before claiming the Guarantor under this Clause 19 (Guarantee and indemnity). This waiver applies irrespective of any law or any provision of a FinanceDocument. 19.6Appropriations Until all amounts which may be or become payable by the Borrower under or in connection with the Finance Documents have been irrevocably paid in full, the Agent (acting on behalf ofeach Finance Party) 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 of those amounts, or applyand enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor 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 19 (Guarantee and indemnity). 19.7Deferral of the Guarantor's rights Until all amounts which may be or become payable by the Borrower under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwisedirects, the Guarantor will not exercise any rights which they may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount beingpayable, or liability arising, under this Clause 19 (Guarantee and indemnity):47(a)to be indemnified by the Borrower; (b)to claim any contribution from any other guarantor of the Borrower’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 any other guarantee orsecurity 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 Borrower to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee,undertaking or indemnity under Clause 19.1 (Guarantee and indemnity); (e)to exercise any right of set-off against the Borrower; and/or (f)to claim or prove as a creditor of the Borrower in competition with any Finance Party. If 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 all amountswhich may be or become payable to the Finance Parties by the Borrower under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shallpromptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 31 (Payment mechanics). 19.8Additional 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 held by any Finance Party. 19.9Guarantee Limitations The guarantee and liability set out in this Clause 19 (Guarantee and indemnity) does not apply to any liability if and to the extent that it would result in this guarantee constitutingunlawful financial assistance within the meaning of applicable provisions under the laws of the relevant jurisdiction of the Guarantor.48SECTION 8REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT 20.REPRESENTATIONS Each Obligor makes the representations and warranties set out in this Clause 20 (Representations) to each Finance Party on the Signing Date, provided however that the representationsand warranties set out in this Clause 20 (Representations) will not apply to the Borrower until the date of the execution of the relevant Accession Letter. 20.1Status (a)Each Obligor is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation. (b)Each Obligor and each of its Subsidiaries have the power to own its assets and carry on its business as it is being conducted. (c)No Obligor is a FATCA FFI or 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) the Obligors confirm that the informationset out in Schedule 9 (FA Act section 3-12) is true and accurate as of the date of the Amendment No. 4. 20.2Binding 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 its obligations which are specificallyreferred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation), legal, valid, binding and enforceable obligations.(b)Save as provided herein or therein and/or as have been or shall be completed prior to the Utilisation Date, no registration, filing, payment of tax or fees or other formalities are necessary ordesired to render the Finance Documents enforceable against the Obligors, and in respect of the Vessel, for the Mortgage to constitute valid and enforceable first priority mortgage overthe Vessel. 20.3No 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 do not 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 or regulation implemented to combatmoney 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.4920.4Power and authority (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 theTransaction Documents to which it is a party and the transactions contemplated by those Finance Documents and Transaction Documents. (b)All necessary corporate, shareholder and other action have been taken by each Obligor to approve and authorize the execution of the Finance Documents and the TransactionDocuments, the compliance with the provisions thereof and the performance of its obligations thereunder.(c)The Borrower acts for its own account by entering into the Finance Documents and obtaining the Facility. 20.5Validity 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 Documents to 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 in whole or in part. 20.6Governing 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 enforced in the relevant Obligor'sjurisdiction 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 the relevant Obligor’s jurisdiction ofincorporation. 20.7Insolvency No corporate action, legal proceeding or other procedure or step described in Clause 25.6 (Insolvency), Clause 25.8 (Insolvency proceedings) or Clause 25.9 (Creditors' process) iscurrently pending or, to its knowledge, threatened in relation to any Obligor, and none of the circumstances described in Clause 25.6 (Insolvency), Clause 25.8 (Insolvency proceedings) orClause 25.9 (Creditors' process) applies to any of the Obligors. 20.8Deduction 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.5020.9No filing or stamp taxes Under the law of the relevant Obligor’s jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in thatjurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents, other than theregistration of the Mortgage at the Hong Kong Shipping Registry and the particulars of the charges, together with certified copies of the Mortgage, created under the Deed of Covenantsand the Assignment Agreement within one month of creation at the Companies Registry of Hong Kong. 20.10No default (a)No Default has occurred or might reasonably be expected to result from the making of the 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 or any of its Subsidiaries or to whichits (or any of its Subsidiaries') assets are subject which might have a Material Adverse Effect. 20.11No misleading information (a)Any factual information provided by any Obligor was true and accurate in all material 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 reasonable assumptions. (c)Nothing has occurred or been omitted and no information has been given or withheld that results in the information provided by any Obligor being untrue or misleading in any materialrespect. 20.12Financial 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 relevant financial 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 latestfinancial statements. 20.13Pari 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 and unsubordinated creditors, except forobligations mandatorily preferred by law applying to companies generally. 20.14No 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 Material Adverse Effect have (to thebest of its knowledge and belief) been started or threatened against any Obligor or any of its Subsidiaries.5120.15Title The relevant Obligor will hold the legal title and/or will be the beneficial party, as the case may be, to the Mortgaged Assets. 20.16No security None of the Mortgaged Assets will from the Utilisation Date be affected by any Security, and no Obligor will be a party to, nor is it or any of the Mortgaged Assets 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 Security over any of the Mortgaged Assets, save for the Securitycreated under the Security Documents, for liens arising solely by operation of law and/or in the ordinary course of business or otherwise as agreed with the Agent (on behalf of theFinance Parties). 20.17No 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 of the Finance Documents and theTransaction Documents constitutes, and the exercise of its rights and performance of and compliance with its obligations under Finance Documents and the Transaction Documents willconstitute, private and commercial acts done and performed for private and commercial purposes. 20.18Ranking 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 the Security is not subject to anyprior ranking. 20.19Taxation (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 with respect to Taxes which isreasonably 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 in writing. 20.20Environmental compliance The Borrower (and any of its Affiliates), the Technical Manager and any Charterers (if applicable) have performed and observed all Environmental Laws, Environmental Approvals and allother covenants, conditions, restrictions or agreements directly or indirectly concerned with any contamination, pollution or waste or the release or discharge of any toxic or hazardoussubstance in connection with the Vessel.5220.21Environmental Claims No Environmental Claim has been commenced or (to the best of its knowledge and belief, having made due and careful enquiry) is threatened against it where that claim has or isreasonably likely to have a Material Adverse Effect on its ability to perform its obligations under the Transaction Documents. 20.22Laws and regulations The Obligors and parties acting on their behalf have observed and abided with all applicable laws and regulations applicable to them, inter alia to money laundering, bribery and corruptpractices and to SOLAS conventions. 20.23ISM Code, ISPS Code and MLC compliance All requirements of the ISM Code, the ISPS Code and the MLC as they relate to the Borrower (or any of their Affiliates), the Technical Manager, any Charterers and the Vessel have beencomplied with. 20.24The Vessel The Vessel will on the Utilisation Date be: (a)in the absolute ownership of the Borrower free and clear of all encumbrances (other than current crew wages, the Mortgage and the Deed of Covenants) and the Borrower will be the sole,legal and beneficial owner of the Vessel;(b)registered in the name of the Borrower with the relevant Approved Ship Registry under the laws and flag applicable for the relevant Approved Ship Registry; (c)operationally seaworthy in every way and fit for service; and (d)classed with American Bureau of Shipping (with notation +A1, Oil Carrier, +AMS, +ACCU, ESP, CSR, AB-CM, UWILD, TCM, SPMA, CPS, VEC, BWE, BWT, RW, ENVIRO+, POT,GP, NBLES) or such other classification society as approved by the Agent, free of all overdue conditions of Class.20.25Financial Indebtedness (a)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 is bound (nor would it be with thegiving of notice or lapse of time or both).(b)The Borrower has not incurred any Financial Indebtedness other than as permitted pursuant to letter (e) of Clause 22.4 (Disposals and acquisitions) of this Agreement. 20.26Sanctions (a)Each Obligor, each of their Affiliates (and, to the extent not included, any other Affiliate of the DHT Group), their joint ventures, and their respective directors, officers, employees, agentsor representatives has been and is in compliance with Sanctions Laws;53(b)No Obligor, nor any of their Affiliates (or, to the extent not included, any other Affiliate of the DHT Group), their joint ventures, and their respective directors, officers, employees, agentsor representatives:(i)is a Restricted Party, or is involved in any transaction through which it is likely to become a Restricted Party; (ii)owns or controls a Restricted Party; or (iii)is subject to or involved in or has received notice of or is otherwise aware of any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Lawsby any Sanctions Authority. (c)The Vessel is not a vessel with which any person is prohibited or restricted from dealing with under any Sanctions Laws. (d)Each Obligor has instituted and maintains policies and procedures designed to promote and achieve compliance by the Obligors and the DHT Group with Sanctions Laws. (e)No proceeds of any part of the Loan shall be made available directory or indirectly, to or for the benefit of a Restricted Party contrary to Sanctions Laws in a manner that could result inany Finance Party being in violation of Sanctions Laws or in a manner that would be contrary to Sanctions Laws nor shall they be otherwise directly or indirectly applied in a manner or fora purpose prohibited by Sanctions Laws. 20.27Ownership The Guarantor is the direct owner of and controls 100 % of the share capital of the Borrower. 20.28No other business The Borrower is not engaged in any business other than the ownership and operation of the Vessel. 20.29Repetition The Repeating Representations are deemed to be made by each of the Obligors by reference to the facts and circumstances then existing on the date of the Utilisation Request and thefirst day of each Interest Period and on the date of delivery of each Compliance Certificate (or, if no such Compliance Certificate is forwarded, on each day such certificate should havebeen forwarded to the Agent at the latest). 21.INFORMATION UNDERTAKINGS The undertakings in this Clause 21 (Information undertakings) remain in force from the Signing Date for so long as any amount is outstanding under the Finance Documents or anyCommitment is in force.5421.1Financial statements The Borrower shall supply to the Agent copies for all the Lenders of: (i)as soon as the same become available, but in any event within 60 days after the end of each quarter the unaudited consolidated financial statements, balance sheets and cash- flowprojections of the Guarantor for such quarter; (ii)as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of each of its financial year the audited consolidated financial statements for that financial year for the Guarantor and the unaudited annual accounts forthe Borrower; and (iii)as soon as the same become available, but in any event within the end of each financial year, the consolidated financial forecasts including profit and loss statements and cash flowprojections, for the next year, specifying major assumptions. 21.2Compliance Certificate The Borrower shall supply to the Agent, with each set of financial statements delivered pursuant to paragraph (i) and (ii) Clause 21.1 (Financial statements), a Compliance Certificatesigned by an authorised officer or the chief financial officer (as applicable) of each Obligor setting out (in reasonable detail) computations as to compliance with Clause 22 (Financialcovenants) as at the date as at which those financial statements were drawn up. 21.3Requirements as to financial statements (a)Each set of financial statements delivered by the Borrower or the Guarantor if no Borrower has acceded to the Agreement pursuant to Clause 21.1 (Financial statements) shall be certifiedby an authorised officer of the Borrower (if delivered by the Borrower) and the chief financial officer of the Guarantor (if delivered by the Guarantor) as fairly representing its financialcondition as at the date as at which those financial statements were drawn up. (b)The Borrower or the Guarantor if no Borrower has acceded to the Agreement shall procure that each set of financial statements delivered pursuant to Clause 21.1 (Financial statements) isprepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, inrelation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, theauditors 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 which that Obligor's Original FinancialStatements were prepared; and (ii)sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lender to determine whether Clause 22 (Financial covenants) has beencomplied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor's Original Financial Statements.55Any 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. 21.4Information: miscellaneous The Borrower or the Guarantor if no Borrower has acceded to the Agreement shall supply to the Agent (with copies for all the Lenders, if the Agent so requests): (a)all documents dispatched by the Obligors to their shareholders generally (or any class of them) or their creditors generally at the same 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 pending against any Obligor, and whichmight, 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 Vessel’ 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 any Sanctions Authority against it, anyof 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 whatsteps are being taken with regards to answer or oppose such; and(e)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 orrepresentatives has become or is likely to become a Restricted Party. 21.5Notification of default (a)Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence. (b)Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by two of its directors or senior 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). 21.6Notification of Environmental Claims The Borrower 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 Borrower (or any of its Affiliates), any Charterers, the TechnicalManager or the Vessel; and56(b)of any fact and circumstances which will or are reasonably likely to result in any Environmental Claim being commenced or threatened against the Borrower (or any of their Affiliates), anyCharterers, the Technical Manager or the Vessel, where the claim would be reasonably likely, if determined against the Borrower (or any of its Affiliates) or the Vessel, to have a Material Adverse Effect. 21.7Market Value The Borrower shall: (a)Arrange for, at their own expense, the Market Value of the Vessel to be determined immediately prior to Utilisation and semi-annually thereafter on 30 June and 31 December, and deliversuch market valuations to the Agent (on behalf of the Finance Parties) immediately thereafter; and (b)Should the Agent reasonably assume that a Default has occurred or may occur, or should the Vessel be sold or suffer a Total Loss, the Agent may arrange, or require the Borrower toarrange, additional determinations of the Market Value of the Vessel at such frequency as the Agent (on behalf of Finance Parties) may request and at the Borrower's expense. 21.8"Know your customer" checks (a)The Obligors shall at the request of the Agent at any time supply to the Agent any documentation or other evidence which is requested by the Agent to enable the Agent, any Lender orprospective new Lender to carry out and be satisfied with the results of all know your customer requirements applicable to it at any time.(b)Each Lender shall at the request of the Agent at any time supply to the Agent any documentation and other evidence which is requested by the Agent to enable the Agent to carry outand be satisfied with the results of all know your customer requirements applicable to it at any time. 21.9Poseidon Principles The Borrower shall, upon the request of the Agent and at the cost of the Borrower, on or before the 31st of July in each calendar year, ensure that the relevant Recognized Organizationsupplies to the Agent all information necessary in order for any Finance Party to comply with its obligations under the Poseidon Principles in respect of the preceding year, including,without limitation, all ship fuel oil consumption data required to be collected and reported in accordance with Regulation 22A of Annex VI and any Statement of Compliance relating to theVessel for the preceding calendar year and hereby consents to each Finance Party obtaining such information directly from third parties, provided always that no Finance Party shallpublicly disclose such information with the identity of the Vessel without the prior written consent of the Borrower, but the Borrower acknowledges that, in accordance with the Poseidonprinciples, such information will form part of the information published regarding the relevant Finance Party's portfolio climate alignment. 5721.10Disclosure of information The Obligors irrevocably authorise the Finance Parties to give, divulge and reveal from time to time information and details relating to its account, the Vessel, the Transaction Documents,and the Loan and any other agreement entered into by the Obligors or information provided by the Obligors in connection with the Loan to (i) any private, public or internationallyrecognised authorities, (ii) the Finance Parties’ respective head office, branches and affiliates, and professional advisers, (iii) any other parties to the Finance Documents, (iv) a ratingagency or their professional advisers, (v) any person with whom they propose to enter (or contemplate entering) into contractual relations in relation to the Loan, (vi) any insurancecompany relevant to the Finance Parties, the Obligors, the Vessel and/or the Loan, and (vii) any other person(s) regarding the funding, refinancing, transfer, assignment, sale, sub-participation or operational arrangement 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 any third partyoutside of the scope of the disclosure described above and further agree not to disclose any more information for such purposes than is reasonably necessary. 22.FINANCIAL COVENANTS – THE GUARANTOR The Guarantor shall (subject to Clause 23.18 (Most favoured Lender) on a consolidated basis, measured and documented quarterly, at all times maintain: (a)unencumbered consolidated Cash of minimum the higher of (i) USD 30,000,000 and (ii) six per cent (6 %) of the Total Interest Bearing Debt; (b)a 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 than twenty five per cent (25 %) ofthe Value Adjusted Total Assets; and(c)a positive Working Capital. 23.GENERAL UNDERTAKINGS The undertakings in this Clause 23 (General undertakings) remain in force from the Signing Date for so long as any amount is outstanding under the Finance Documents or anyCommitment is in force. 23.1Authorisations 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 or regulation of its jurisdiction ofincorporation 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 ofincorporation of any Finance Document. 23.2Compliance with laws (a)Each Obligor shall, and shall procure that their Affiliates, the Technical Manager, the Commercial Manager and any Charterer, shall comply in all respects with all laws, directives,regulations, decrees, rulings and such analogous rules to which it or its business may be subject.58(b)Each Obligor shall, and shall procure that any Affiliate, the Technical Manager, the Commercial Manager and any Charterer comply in all respect with all Sanctions Laws and the laws ofthe Approved Ship Registry.(c)Each Obligor and parties acting on its behalf shall observe and abide with any law, official requirement or other regulatory measure or procedure implemented to combat (a) moneylaundering (as defined in Article 1 of the Directive (2005/60/EC) of the council of the European Communities (as amended, supplemented and/or replaced from time to time)) and (b) briberyand corrupt practices. 23.3Negative pledge (a)The Borrower shall (i) not create or permit to subsist any Security over the Vessel, any of their assets or (ii) grant any floating charges or issue any factoring agreement in respect of itsEarnings.(b)The Guarantor shall not create or permit to subsist any Security over the Shares. (c)The Borrower 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 combination of 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 the acquisition 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 the Borrower in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances, hereunderany rights of pledge and set-off in relation to a cash pool arrangement approved by the Agent (on behalf of the Finance Parties); (ii)any lien arising by operation of law and in the ordinary course of trading and securing obligations not more than thirty (30) days overdue; (iii)any Security entered into pursuant to any Finance Document; (iv)arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to the Borrower in the ordinarycourse of trading on arm's length terms and on the supplier's standard and usual terms; or (v)Security consented to in writing by the Agent (on behalf of the Finance Parties).5923.4Disposals and acquisitions The Borrower shall not: (a)decrease its capital; (b)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, lease out, grant options, grant rights offirst refusal or otherwise dispose of the whole or any part of its undertakings, assets, including but not limited to the Vessel, or revenues (present or future) or agree to do so; or (c)acquire or replace an asset or acquire any shares; or (d)charter in any vessel; or (e)make any investment other than in the normal course of business related to the operation of the Vessel or incur any Financial Indebtedness other than in the normal course of businessrelated to the operation of the Vessel, provided, however, that the Borrower shall be entitled to obtain non-amortizing, interest free Intra Group Loans from the Guarantor as long as suchloans are fully subordinated to the Borrower’s obligations under the Finance Documents. 23.5Merger No Obligor shall enter into any form of amalgamation, merger, demerger or corporate reconstruction, or any acquisition of any other company or corporate entity. 23.6Shareholding The Guarantor shall always remain the 100 % owner of the Shares. 23.7Business and Change of business (a)No substantial change shall be made to the general nature of the business of Obligors from that carried on at the Signing Date, and the Borrower shall not engage in any other businessother than ownership and operation of the Vessel. The Guarantor shall always remain listed at the New York Stock Exchange. (b)Any business undertaken by the Borrower with the Guarantor or companies associated with the Borrower or Guarantor shall be made on arm’s length basis and in accordance withaccepted transfer pricing principles and any inter-company or shareholder loans shall be on a fully subordinated basis. 23.8Title The Borrower and/or the Guarantor (as the case may be) shall hold legal title to and own the entire beneficial interest in the Mortgaged Assets, free of all Security and other interests andrights of every kind, except for those created by the Financial Documents and as permitted in Clause 23.3 (c) (Negative pledge). 23.9Insurances – general Each Obligor shall maintain appropriate insurance cover with respect to its properties, assets and operations of such types, in such amounts and against such risks as are maintained byprudent companies carrying on the same or substantially similar business. All insurances must be with financially sound and reputable insurance companies, funds or underwriters.6023.10Earnings Accounts The Borrower shall (i) maintain the Earnings Accounts with the Account Bank and ensure that all Earnings are paid to the Earnings Accounts and (ii) upon request from the Agentprovide the Agent with copies of statements of the Earnings Accounts from the Account Bank. 23.11Distribution restrictions and subordination of inter-company debt (a)The Borrower shall be entitled to make or pay an annual dividend to its shareholders of up to 50% of the previous year's net result excluding unrealised agio/disagio from currency.(b)No Obligor shall distribute any dividends if a Default has occurred and is continuing. (c)All (i) Intra Group Loans to the Borrower, (ii) claims of the Guarantor against the Borrower and (iii) amounts owed to the Technical Managers and/or Commercial Managers (provided theTechnical Managers and/or Commercial Managers are Affiliates of the Borrower or the Guarantor) shall always be fully subordinated to the obligations of the Borrower under the FinanceDocuments. 23.12Transaction Documents The Borrower shall procure that no material terms of any of the Transaction Documents are amended or terminated, or any waivers of any material terms thereof are agreed, without theprior written consent of the Agent (on behalf of the Finance Parties). 23.13Taxation 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 the extent that such payment isbeing contested in good faith or can be lawfully withheld. 23.14No change of name etc. No Obligor shall change: (a)its fiscal year; (b)its nature of business; (c)its constitutional documents (applicable to the Borrower only); (d)its legal name; (e)its type of organization; or (f)its jurisdiction; without the prior written consent of the Agent (on behalf of the Finance Parties). 23.15Guarantor's management The Guarantor shall ensure that there is no change in the executive management in any of the Obligors without the prior written consent of the Agent.6123.16Sanctions (a)Without prejudice to the other provisions of this Agreement, each of the Obligors undertakes to the Finance Parties from the Signing Date that it (and that it shall ensure that any Affiliateof any of them): (i)shall comply in all respects with Sanctions Laws; (ii)is not and shall not be, and that no director, officer, agent, employee, representative or person acting on behalf of any of them is not and shall not be, a Restricted Party and doesnot act directly or indirectly on behalf of a Restricted Party; (iii)shall not use any revenue or benefit derived from any activity or dealing with a Restricted Party in discharging any obligation due or owing to the Finance Parties; (iv)shall not receive payments from any Restricted Party and shall procure that no proceeds from any activity or dealing with a Restricted Party are credited to any bank account heldwith any Finance Party in its name or in the name of any Affiliate of any of them; (v)shall institute and maintain policies and procedures designed to promote and achieve compliance by each of them with Sanctions Laws; (vi)shall, to the extent permitted by law promptly upon becoming aware of them supply to the Agent details of any claim, action, suit, proceedings or investigation against it withrespect to Sanctions Laws by any Sanctions Authority; (vii)shall not accept, obtain or receive any goods or services from any Restricted Party, except (without limiting Clause 22.2 (Compliance with laws)), to the extent relating to anywarranties and/or guarantees given and/or liabilities incurred in respect of an activity or dealing with a Restricted Party by an Obligor in accordance with this Agreement; and (viii)will not engage in any activities, business or transactions that could result in it or any other member of the DHT Group or Finance Party being designated as a Restricted Party. (b)The Obligors shall not, and shall procure that any Affiliate of any of them shall not, permit or authorise any other person to, directly or indirectly, use, lend, make payments of, contributeor otherwise make available, all or any part of the proceeds of the Facility or other transactions contemplated by this Agreement to fund or facilitate trade, business or other activities: (i)involving or for the benefit of any Restricted Party; or (ii) in any other manner that could result in any Obligor or a Finance Party being in breach of any Sanctions Laws or becoming aRestricted Party.6223.17Application of FATCA No Obligor shall become a FATCA FFI or a US Tax Obligor. 23.18Most favoured Lender The Borrower shall: (a)notify the Agent immediately if the Borrower or any other member of the DHT Group has granted or intends to grant to any other lender or creditor under any loan agreement, financingagreement of a similar nature or guarantee any guarantee, preference, financial reporting requirement, representation, warranty, covenant, undertaking and/or event of default (howsoeverdescribed) not being included in the Finance Documents or that is more beneficial or favourable to the lender or creditor than those set out in the Finance Documents; and (b)if required by any Lender, agree to amend the Finance Documents to include any such provision, whereunder it shall apply for as long as it applies under such other loan agreement,financing agreement or guarantee to which the relevant member of the DHT Group is party. 24.VESSEL UNDERTAKINGS 24.1General The undertakings in this Clause 24 (Vessel undertakings) remain in force from the Delivery Date for so long as any amount is outstanding under the Finance Documents or anyCommitment is in force. 24.2Insurance – Vessel (a)The Borrower shall maintain or ensure that the Vessel is insured against such risks, including but not limited to, hull and machinery, protection & indemnity (including cover for pollutionliability as normally adopted by the industry for similar units, however always in the minimum amount of USD 1,000,000,000 or such highest level of cover from time to time available underbasic protection and indemnity club entry), hull interest, freight interest and war risk insurances, including blocking and trapping, confiscation, terrorism and piracy, in such amounts, onsuch terms and placed through first class insurance brokers with such first class insurers as the Agent shall approve (such approval not to be unreasonably withheld of delayed), andalways subject to the Nordic Marine Insurance Plan of 2013 or later version (if relevant). (b)The aggregate insurance value, except for protection & indemnity and loss of hire, shall be at least equal to the higher of (i) the aggregate Market Value of the Vessel and (ii) one hundredand twenty per cent (120%) of the Loan, whereof the hull and machinery insurance (less hull interest and freight interest) shall at all times cover at least eighty per cent (80%) of MarketValue of the Vessel. The loss payable clause in the hull and machinery insurance shall be not higher than USD 3,000,000. The deductible of the hull and machinery insurance shall alwaysbe in such amount as the Agent may from time to time approve (such approval not to be unreasonably withheld of delayed). (c)The Borrower shall procure that the Agent (on behalf of the Finance Parties) is (i) noted as first priority mortgagee in the insurance contracts, together with the confirmation from theunderwriters to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard lettersof undertaking/cover notes/policies/certificates of entry are executed by the insurers and/or the insurance broker(s) and (ii) copied in on all insurance documentation.63(d)The Borrower shall no later than 15 days prior to the Utilisation Date inform the Agent of with whom the Insurances will be placed and on what main terms they will be effected, and withinreasonable time prior to the expiry date of the relevant Insurances, the Borrower shall procure the delivery to the Agent of a certificate from the insurance broker(s) through whom theInsurances referred to in paragraph (a) above have been renewed and taken out in respect of the Vessel with insurance values as required by paragraph (b) above, that such Insurancesare in full force and effect and that the Agent (on behalf of the Finance Parties) have been noted as first priority mortgagee by the relevant insurers. (e)The Borrower shall allow for the Agent and/or any other Finance Party to take out for the Borrower's account a Mortgagee’s Interest Insurance and a Mortgagee’s Interest - AdditionalPerils Pollution Insurance (covering one hundred and twenty per cent (120%) of the Loan).(f)The Agent may also for the account of the Borrower take out such other Insurances as the Finance Parties may reasonably require considering the trading and flag of the Vessel andtaking into consideration any requirements by any public body, classification society or similar entity having authority over the Borrower, the Vessel or any manager relating thereto. (g)If any of the Insurances referred to in paragraph (a) above form part of a fleet cover, the Borrower shall procure, except for protection & indemnity (where the Borrower shall procure toobtain standard market undertakings in favour of the Agent with respect to protection & indemnity from the insurers or the insurance broker), that the insurers or the insurance brokershall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other units under such fleet cover or any premiumsdue for other insurances, nor cancel this 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 Vessel if and when so requested by the Agent. (h)The Borrower shall procure that the Vessel always are employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) andcomply with such requirements as to extra premium or otherwise as the insurers may prescribe.64(i)The Borrower will not make any material change, compromises, settlements or claims adjustments to the insurances described under (a) above without the prior written consent of theAgent.(j)The Borrower shall pay for an insurance opinion commissioned by the Agent to be prepared by an independent insurance consultant, in form and contents acceptable to theAgent. 24.3Flag, name and registry The Vessel shall be registered in an Approved Ship Registry. The Borrower may not re-flag the Vessel to any other ship register without the prior written approval of the Agent (on behalfof the Finance Parties). 24.4Classification and repairs (a)The Borrower shall, and shall procure that any Charterer or Technical Manager shall, keep or shall procure that the Vessel is kept in a good, safe and efficient condition consistent withfirst class ownership and management practice and in particular: so as to maintain its class at the highest level with American Bureau of Shipping (with notation +A1, Oil Carrier, +AMS,+ACCU, ESP, CSR, AB-CM, UWILD, TCM, SPMA, CPS,VEC, BWE, BWT, RW, ENVIRO+, POT,GP, NBLES) or another IACS classification society approved by the Agent, free of overdue recommendations and qualifications; and (b)so as to comply with the laws and regulations (statutory or otherwise) applicable to units registered under the flag state of the Vessel or to vessels trading to any jurisdiction to which theVessel 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 Vessel; (d)not, without the prior written consent of the Agent, bring the Vessel or allow the Vessel to be brought to any yard for repairs or for the purpose of work being done upon her where thecosts of such repairs or work is likely to exceed USD 5,000,000 (or the equivalent thereof in any other currency), unless such person shall first have given to the Agent and in termsreasonably satisfactory to it, a written undertaking not to exercise any lien on the Vessel or her Insurances or Earnings for the cost of such repairs or work or otherwise; and (e)not, without the prior written consent of the Agent, permit any major change or structural alteration to the Vessel. Within 15 days prior to the Utilisation Date the Borrower shall inform the Agent of the classification society of the Vessel.6524.5Inspections and class records (a)The Borrower shall, and shall procure that the Technical Manager shall, procure that the Agent's surveyor at the Borrower’s cost, is permitted to inspect the condition of the Vessel once ayear, if so requested by the Agent, provided always that such arrangement shall not interfere with the operation of the Vessel and subject to satisfactory indemnities approved by the P&Iinsurers. (b)The Borrower shall, and shall ensure that any charterers shall, instruct the classification society, to give the Agent access to class records and other information from the classificationsociety in respect of the Vessel, by sending a written instruction in such form and substance as the Agent may require. The Agent shall also be granted electronic access to class records. 24.6Surveys The Borrower shall submit to or cause the Vessel to be submitted to such periodic or other surveys as may be required for classification purposes and to ensure full compliance withregulations of the flag state of the Vessel and to supply or to cause to be supplied to the Agent copies of all survey reports and confirmations of class issued in respect thereof wheneversuch is required by the Agent, however such requests are limited to once a year. 24.7Notification of certain events The Borrower shall immediately notify the Agent of: (a)any accident to the Vessel involving repairs where the costs will or is likely to exceed five per cent (5 %) of the insurance value of the 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 with immediately; (c)any exercise or purported exercise of any arrest or lien on the Vessel, their Earnings or the Insurances; (d)any occurrence as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become a Total Loss; and (e)any claim for a material breach of the ISM Code, the ISPS Code or the MLC being made against the Borrower or the Technical Manager or otherwise in connection with the Vessel. 24.8Operation of the Vessel (a)The Borrower shall procure that the Vessel is managed by the Technical Manager pursuant to the Technical Management Agreement and the Commercial Manager pursuant to theCommercial Management Agreement and shall not, without the prior written consent of the Agent (which shall not be unreasonably withheld), change or allow the change of the technicalor commercial management of the Vessel, such consent always being subject to the execution by the relevant manager of a letter of undertaking in respect of its duties under the relevantmanagement agreement and the subordination of claims for payment thereunder, in terms and form acceptable to the Agent.66(b)The Borrower shall procure that each of the Technical Manager and the Commercial Manager signs, executes and deliver a manager’s undertaking in such form as the Agent (on behalf ofthe Finance Parties) may require.(c)The Borrower shall, and shall procure that the Technical Manager shall, comply, or procure the compliance in all material respects with the ISM Code and the ISPS Code, all EnvironmentalLaws, all Sanction Laws, the laws of the Approved Ship Registry, the United States Oil Pollution Act 1990 and all other laws or regulations relating to the Vessel, their ownership,operation and management or to the business of the Borrower and the Technical Manager and shall not employ the Vessel nor allow their employment: (i)in any manner contrary to law or regulation in any relevant jurisdiction including but not limited to the ISM Code; and (ii)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 or by the war risk insurers of theVessel unless the Borrower have (at their own expense) effected any special, additional or modified insurance cover which shall be necessary or customary for first class unitowners within the territorial waters of such country at such time and has provided evidence of such cover to the Agent. Without limitation to the generality of this Clause 24.8 (Operation of the Vessel), the Borrower and the Technical Manager shall comply or procure compliance, with, as applicable, allrequirements of the International Convention for the Safety of Life at Sea (SOLAS) 1974 as adopted, amended or replaced from time to time including, but not limited to, the ISM Code orthe ISPS Code. The Vessel shall not under any circumstances carry any nuclear waste/material. 24.9ISM Code compliance The Borrower shall, and shall procure that the Technical Manager: (a)procure that the Vessel remains subject to a SMS; (b)procure that a valid and current SMC is maintained for the Vessel; (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 Vessel or of the 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 of the IMO International SafetyManagement Code issued by the International Chamber of Shipping and International Shipping Federation. 24.10Environmental compliance The Borrower shall, and shall to the extent reasonably possible procure that the Technical Manager and any Charterers shall, comply in all respects with all Environmental Laws applicableto any of them or the Vessel, including without limitation, requirements relating to manning and establishment of financial responsibility and to obtain and comply with all EnvironmentalApprovals applicable to any of them and/or the Vessel.6724.11Arrest The Borrower 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 Vessel, the Earnings or the Insurances; (b)all tolls, taxes, dues, fines, penalties and other amounts charged in respect of the Vessel, the Earnings or the Insurances; and (c)all other outgoings whatsoever in respect of the Vessel, the Earnings and the Insurances, and forthwith (however not later than after twenty (20) Business Days) upon receiving a notice of arrest of the Vessel, or its detention in exercise or purported exercise of any lien or claim,the Borrower shall procure its release by providing bail or providing the provision of security or otherwise as the circumstances may require. 24.12Chartering The Borrower shall not, without the prior written consent of the Agent: (a)let the Vessel on bareboat charter for any period; (b)enter into any other agreement related to the chartering and operation of the Vessel exceeding twelve (12) Months or any pooling arrangements related to the Earnings of the Vessel; and(c)terminate, cancel, amend or supplement any Charterparty nor assign such Charterparty or other contract of employment to any other person. 24.13Sanctions (a)The Borrower shall prevent the Vessel from being used, directly or indirectly (i)by, or for the benefit of, any Restricted Party in breach of Sanctions Laws; and/or (ii)in any trade which could expose the Vessel, any Finance Party, any manager of the Vessel, the ship's crew or the Vessel's insurers to enforcement proceedings or any otherconsequences whatsoever arising from Sanctions Laws. (b)Any charter party in respect of the Vessel entered into after the Signing Date shall include standard clauses on "Sanctions and Designated Entities" included in BIMCO's standarddocumentation. 24.14Inventory of Hazardous Materials The Borrower shall ensure that the Vessel carries an Inventory of Hazardous Materials (or an equivalent document acceptable to the Agent) as further described by the Vessel's approvedclassification society and/or the International Maritime Organisation (IMO).6824.15Sustainable vessel recycling (a)The Borrower shall ensure that if the Vessel is taken out of service for dismantling while in its ownership or sold to an intermediary with the intention of being dismantled, it is recycled at arecycling facility which conducts its recycling business in a socially and environmentally responsible manner, in accordance with the provisions of the Hong Kong InternationalConvention for the Safe and Environmentally Sound Recycling of Ships. (b)The Borrower shall ensure that the Vessel is not scrapped or dismantled by the Borrower unless it has been established an Inventory of Hazardous Materials or equivalent documentationfor hazardous materials. 25.EVENTS OF DEFAULT Each of the events or circumstances set out in Clause 25 (Events of Default) is an Event of Default (save for Clause 25.17 (Acceleration)). 25.1Non-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 be payable unless: (a)its failure to pay is caused by: (i)administrative or technical error; or (ii)a Disruption Event; and (b)payment is made within three (3) Business Days of its due date. 25.2Financial covenants Any requirement of Clause 22 (Financial covenants) is not satisfied. 25.3Other obligations An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 25.1 (Non-payment), Clause 25.2 (Financial covenants), and Clauses25.4 – 25.16). No Event of Default under this paragraph will occur if the failure to comply in the opinion of the Agent is capable of remedy and is remedied within 15 Business Days of theAgent giving notice to the Borrower or (if earlier) any Obligor becoming aware of the failure to comply. For the avoidance of doubt, a breach of Clause 23.16 (Sanctions), Clause 24.2 (Insurances - Vessel), Clause 24.3 (Flag, name and registry), Clause 24.4 (Classification and repairs) andClause 24.13 (Sanctions) is not capable of remedy. 25.4Misrepresentation 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 of any Obligor under or inconnection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.6925.5Cross 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 event of 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). (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 a result of an event of default(however described).(e)No Event of Default will occur under this Clause 25.5 (Cross default) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling withinparagraphs (a) to (d) above is less than USD 100,000 in respect of the Borrower and USD 5,000,000 of the Guarantor. 25.6Insolvency (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 or anticipated 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) or if the equity of any Obligor is negative. (c)A moratorium is declared in respect of any indebtedness of any Obligor. 25.7Insolvency 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 voluntary arrangement, scheme of arrangement orotherwise) 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 or any 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.70This Clause 25.7 (Insolvency proceedings) shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within thirty (30) days ofcommencement. 25.8Creditors' process Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of any Obligor having an aggregate value of USD 1,000,000 or more and is not dischargedwithin thirty (30) days. 25.9Change of Control A Change of Control occurs. 25.10Unlawfulness It is or becomes unlawful for an Obligor to perform any of its obligations under the Transaction Documents. 25.11Repudiation (a)An Obligor 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 or fails to become effective for any reason whatsoever. 25.12Permits Any Material Adverse Effect caused by licence, consent, permission or approval required in order to enforce, complete or perform any of the Transaction Documents being revoked,terminated or modified. 25.13Material adverse change Any event or series of events occur which, in the opinion of the Majority Lenders, has or is likely to have a Material Adverse Effect, including but not limited to (i) instability affecting thecountry where the Vessel is flagged, (ii) changes in global economic and/or political developments and (iii) changes in the international money and/or capital markets. 25.14Arrest or seizure of the Vessel Any arrest or seizure of the Vessel (but always taking into consideration the grace periods set out in Clause 24.11 (Arrest)). 25.15Cessation 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. 25.16Insurances Any insurance policy taken out in respect of the Vessel is cancelled, revoked or lapses, or any insurance claim(s) by the Borrower is repudiated following a Total Loss.7125.17Acceleration 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, by notice to the Borrower: (a)cancel the Total Commitments whereupon they shall immediately be cancelled; (b)declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable,whereupon they shall become immediately due and payable; and/or (c)declare that all or part of the Loan be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or(d)exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.72SECTION 9CHANGES TO PARTIES26.CHANGES TO THE LENDERS 26.1Assignments and transfers by the Lenders Subject to this Clause 26 (Changes to the Lenders), a Lender (the "Existing Lender") may assign and transfer any of its rights and/or obligations hereunder to another bank or financialinstitution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loan, securities or other financial assets (the"New Lender"), provided that no assignment or transfer can be made to an Obligor or any of their Affiliates. The Lenders shall notify the Borrower of any proposed assignment or transfer, unless an Event of Default has occurred. The Lenders agree to obtain a non disclosure agreement from a New Lender before releasing any information in relation to this Agreement to any such New Lender. The consent (not to be unreasonably withheld) of the Obligors is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is: (a)to another Lender or an Affiliate of a Lender; (b)to a reputable shipping bank which has a minimum rating of "BBB" at S&P or "Baa" at Moody's; or (c)made at a time when an Event of Default has occurred and is continuing. 26.2Conditions of assignment or transfer (a)A transfer will only be effective if the procedure set out in Clause 26.4 (Procedure for transfer) is complied with. (b)If: (i)a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii)as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender actingthrough its new Facility Office under Clause 13 (Tax gross-up and indemnities) or Clause 14 (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 or Lenderacting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (b) shall not apply in respect of anassignment or transfer made in the ordinary course of the primary syndication of the Facility.73(c)Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver thathas been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective inaccordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. 26.3Limitation 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 and its related entities in connectionwith its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing 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 be outstanding under the FinanceDocuments 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 26 (Changes to the Lenders); or (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 the Finance Documents orotherwise.7426.4Procedure for transfer (a)Subject to the conditions set out in Clause 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwiseduly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable afterreceipt 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 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 has complied with all necessary "knowyour customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c)Subject to Clause 26.6 (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 Finance Documents each of the Obligors and theExisting Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the FinanceDocuments shall be cancelled (being the "Discharged Rights and Obligations"); (ii)each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights andObligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii)the Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed hadthe New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent and the Existing Lendershall each be released from further obligations to each other under the Finance Documents; and (iv)the New Lender shall become a Party as a "Lender". 26.5Copy of Transfer Certificate to the Borrower The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer Certificate. 26.6Pro 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 respect of any transfer pursuant toClause 26.4 (Procedure for transfer) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):75(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 the Existing Lender up tobut 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 currentInterest Period (or, if the Interest Period is longer than six (6) Months, on the next of the dates which falls at six (6) 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 26.6 (Pro rata interest settlement), have been payable to iton that date, but after deduction of the Accrued Amounts. 26.7Security over Lenders' rights In addition to the other rights provided in this Clause 26, each Lender may, without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise createSecurity in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance 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) of obligations owed, or securitiesissued, by that Lender as Security for those obligations or securities, except that no such charge, assignment or Security shall: (c)release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any ofthe Finance Documents; or (d)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 the relevant Lender under the FinanceDocuments.27.CHANGES TO THE OBLIGORS 27.1Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.7627.2Accession as Borrower The future owner of the Vessel shall become the Borrower under this Agreement by execution of the Accession Letter provided it is wholly owned by the Guarantor. The accession shalltake effect by the Borrower, the Guarantor and the Agent (on behalf of the Finance Parties) signing and executing the relevant Accession Letter, and the Agent is hereby irrevocablyauthorised by the other Finance Parties to execute any Accession Letter. The Finance Parties agree that this authorisation is given to secure the interest of the Finance Parties under thisAgreement and is accordingly irrevocable. After the execution of an Accession Letter the acceding Borrower shall be bound by this Agreement and any other Accession Letters. 27.3Compulsory resignation of FATCA FFIs and US Tax Obligors If so directed by the Agent (acting on the instructions of all Finance Parties), an Obligor which is a FATCA FFI or a US Tax Obligor shall resign as the Borrower and/or Guarantor prior tothe earliest FATCA Application Date relating to any payment by that Obligor (or any payment by the Agent which relates to a payment by that Obligor).77SECTION 10THE FINANCE PARTIES28.ROLE OF THE AGENT 28.1Appointment 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 to act as its security agent for the purpose of the SecurityDocuments. (b)Each other Finance Party authorises the Agent, to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the FinanceDocuments together with any other incidental rights, powers, authorities and discretions 28.2Duties of the Agent (a)Subject to paragraph (b) below, 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.(b)Without prejudice to Clause 26.5 (Copy of Transfer Certificate to the Borrower), paragraph (a) above shall not apply to any Transfer Certificate. (c)Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards toanother Party.(d)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 shall promptly notify the FinanceParties. (e)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) under this Agreement it shall promptlynotify the other Finance Parties.(f)The Agent's duties under the Finance Documents are solely mechanical and administrative in nature. 28.3No fiduciary duties (a)Nothing in this Agreement constitutes the Agent as a trustee or fiduciary of any other Party. (b)The 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. 28.4Business with any Obligor The Agent may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Obligor.7828.5Rights and discretions of the Agent (a)The Agent may rely on: (i)any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (ii)any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or withinhis power to verify. (b)The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i)no Default has occurred (unless it has actual knowledge of a Default arising under Clause 25.1 (Non-payment)); (ii)any right, power, authority or discretion vested in any Party has not been exercised; and (iii)any notice or request made by the Borrower is made on behalf of and with the consent and knowledge of the Obligors. (c)The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d)The Agent may act in relation to the Finance Documents through its personnel and agents. (e)The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f)Notwithstanding any other provision 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 reasonable opinionconstitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. 28.6Majority Lenders' instructions (a)Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructionsgiven to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liablefor any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. (b)Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties. (c)The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for anycost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.79(d)In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of theLenders.(e)The Agent is not authorised to act on behalf of a Lender (without first obtaining that Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. 28.7Responsibility for documentation The Agent is not: (a)responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, an Obligor or any other person given in or in connectionwith any Finance Document; or(b)responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executedin anticipation of or in connection with any Finance Document. 28.8Exclusion of liability (a)Without limiting paragraph (b) below, the Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for any action taken by itunder or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.(b)No 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 in respect of anyact or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause. (c)The 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 the Agent if theAgent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used bythe Agent for that purpose. (d)Nothing in this Agreement shall oblige the Agent to carry out any "know your customer" or other checks in relation to any person on behalf of any Lender and each Lender confirms tothe Agent that it is solely responsible for 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. 8028.9Lenders' indemnity to the Agent Each 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 to their reductionto zero) indemnify the Agent, within three (3) Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liabilitywhatsoever) incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the Agenthas been reimbursed by an Obligor pursuant to a Finance Document). 28.10Resignation of the Agent (a)The Agent may resign as Agent and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower. (b)Alternatively the Agent may resign as Agent by giving thirty (30) days' notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation withthe Borrower) may appoint a successor Agent. (c)If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Agent (afterconsultation with the Borrower) may appoint a successor 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 the successor Agent may reasonablyrequest 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) in respect of the Finance Documents but shall remain entitled to thebenefit of this Clause 28 (Role of the Agent). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if suchsuccessor had been an original Party.(g)After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign as Agent in accordance with paragraph (b) above. In this event, the Agentshall resign as Agent and/or Security Agent in accordance with paragraph (b) above. (h)The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c)above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i)the Agent fails to respond to a request under Clause 13.6 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCAExempt Party on or after that FATCA Application Date;81(ii)the information supplied by the Agent pursuant to Clause 13.6 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on orafter that FATCA Application Date; or (iii)the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA 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 Agent were a FATCA Exempt Party,and that Lender, by notice to the Agent, requires it to resign. 28.11Confidentiality (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 entity from any other of its divisions ordepartments. (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 Agent shall not be deemed to have noticeof it. 28.12Relationship with the Lenders (a)Subject to Clause 26.6 (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's principal officeas 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 Finance Document made or delivered on thatday, 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 this Agreement. (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 or despatched to that Lender underthe Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 34.5(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, thedepartment 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 andofficer by that Lender for the purposes of Clause 34.2 (Addresses) and paragraph (a)(iii) of Clause 34.5 (Electronic communication) and the Agent shall be entitled to treat such person asthe person entitled to receive all such notices, communications, information and documents as though that person were that Lender.8228.13Credit appraisal by the Lenders Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent that it hasbeen, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Documentincluding 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 anticipationof, under or in connection with any Finance Document; (c)whether that Lender have recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, thetransactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with anyFinance 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 with any Finance Document, thetransactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with anyFinance Document. 28.14Deduction 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 from any paymentto 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 the amount owed. For thepurposes of the Finance Documents that Party shall be regarded as having received any amount so deducted. 29.CONDUCT OF BUSINESS BY THE FINANCE PARTIES No provision of this Agreement will: (a)interfere with the right of any Finance Party or 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.8330.SHARING AMONG THE FINANCE PARTIES 30.1Payments 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 31 (Payment mechanics) (a "RecoveredAmount") 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 receipt or recovery been received ormade by the Agent and distributed in accordance with Clause 30 (Payment mechanics), without taking account of any Tax which 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") equal to such receipt or recovery lessany amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 31.5 (Partial payments). 30.2Redistribution 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 the Recovering Finance Party) (the"Sharing Finance Parties") in accordance with Clause 31.5 (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties. 30.3Recovering Finance Party's rights On a distribution by the Agent under Clause 30.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor andthe Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor. 30.4Reversal 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: (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 the appropriate part of its share of theSharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that RecoveringFinance 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 not having been paid by that Obligor.8430.5Exceptions (a)This Clause 30 (Sharing among the Finance Parties) shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have avalid 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 or recovered as a result of taking legal orarbitration 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 reasonably practicable having received notice anddid not take separate legal or arbitration proceedings.85SECTION 11ADMINISTRATION31.PAYMENT MECHANICS 31.1Payments 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 same available to the Agent (unless acontrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement oftransactions in the relevant currency in the place of payment. (b)Payment shall be made to such account with such bank as the Agent specifies. 31.2Distributions by the Agent Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 31.3 (Distributions to an Obligor) and Clause 31.4 (Clawback) be madeavailable by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of itsFacility Office), to such account with such bank as that Party may notify to the Agent by not less than five (5) Business Days' notice. 31.3Distributions to an Obligor The Agent may (with the consent of the relevant Obligor or in accordance with Clause 32 (Set- off)) apply any amount received by it from that Obligor in or towards payment (on the dateand in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied. 31.4Clawback (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 (or to enter into or perform anyrelated 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 whom that amount (or the proceeds ofany related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receiptby the Agent, calculated by the Agent to reflect its cost of funds. 31.5Partial 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, the Agent shall apply that paymenttowards the obligations of that Obligor under the Finance Documents in the following order: (i)firstly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance Documents;86(ii)secondly, in or towards payment pro rata of any accrued interest, fee or costs due but unpaid under this Agreement; (iii)thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv)fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b)The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a) (ii) to (iv) above. (c)Paragraphs (a) and (b) above will override any appropriation made by an Obligor. 31.6No set-off by Borrower and Guarantor All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim. TheObligors agree not to withhold payment of amounts due to the Finance Parties under this Agreement on the grounds that it has any claims, rights of action, entitlements or demandsagainst any third party. 31.7Business 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 is one) or the preceding BusinessDay (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 Unpaid Sum at the rate payable on theoriginal due date. 31.8Currency 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. 31.9Change 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 the lawful currency of that country,then: (i)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 paid in, thecurrency or currency unit of that country designated by the Agent (after consultation with the Borrower); and87(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 the conversion of that currency or currencyunit 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 the Borrower) specifies to be necessary, beamended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency. 32.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 that Finance Party) against anymatured or un-matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are indifferent 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. 33.BAIL-IN Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each party to thisAgreement acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by therelevant 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 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. 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 by e-mail, fax or letter.8834.2Addresses 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 to be made ordelivered under or in connection with the Finance Documents is: (a)in the case of the Borrower and the Guarantor, that identified with its name below; c/o DHT Management ASHaakon VII's gate 1P.O. Box 2039 Vika0125 Oslo, Norway (b)in the case of the Agent, that identified with its name below; Danish Ship Finance A/SSankt Annæ Plads 3,1250 København KDenmarkTelefax no.: +45 33 33 96 66 In administrative matters:Attn: Loan AdministrationE-mail: loanadmin@shipfinance.dk In credit matters:Attn: Mr. Christian BehnkePhone: +45 3374 1047 (direct) / Mobile: +45 2075 4902E-mail: cbe@shipfinance.dk Attn: Mr. Patrick ErikssonTelephone: +45 3374 1055 (direct) / Mobile: +45 2260 6349E-mail: pte@shipfinance.dkor any substitute address or 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 the Agent) bynot 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 only be effective: (i)if by way of fax, when received in legible form; or (ii)if by way of letter, when it has been left at the relevant address or five (5) Business Days after being couriered in an envelope addressed to it at that address; and, if a particulardepartment or officer is specified as part of its address details provided under Clause 34.2 (Addresses), if addressed to that department or officer.89(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 is expressly marked for the attentionof the department or officer identified with the Agent's signature below (or any substitute department or officer as the Agent 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 the Borrower in accordance with this Clause will be deemed to have been made or delivered to each of the Obligors. 34.4Notification of address, e-mail and fax number Promptly upon receipt of notification of an address, e-mail or fax number or change of address, e-mail or fax number pursuant to Clause 34.2 (Addresses) or changing its own address, e-mail or fax number, the Agent shall notify the other Parties. 34.5Electronic communication (a)Any communication to be made between the Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if theAgent and the relevant Lender: (i)agree that, unless and until notified to the contrary, this is to be an accepted form of communication; (ii)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 (iii)notify each other of any change to their address or any other such information supplied by them. (b)Any electronic communication made between the Agent and a Lender will be effective only when actually received in readable form and in the case of any electronic communication madeby a Lender to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose. 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 will prevail unless the document is aconstitutional, statutory or other official document.9035.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 a Finance Party are prima facieevidence 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, conclusive evidence of the matters to which itrelates. 35.3Day count convention Any interest, commission or fee (including for the avoidance of doubt any commitment fee or Prepayment Costs) accruing under a Finance Document will accrue from day to day and iscalculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the relevant market differs, in accordance with that marketpractice. 36.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 orenforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other 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 a waiver, nor shall any single orpartial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulativeand 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 and the relevant Obligors and any suchamendment or waiver will be binding on all Parties.(b)The consent of the Borrower is not required for any matters between the Lenders only, unless such amendment or waiver would be onerous to the Borrower. (c)The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause. 38.2Exceptions (a)An amendment or waiver that has the effect of changing or which relates to: (i)the definition of "Majority Lenders" in Clause 1.1 (Definitions);91(ii)an extension to the date of payment of any amount under the Finance Documents; (iii)a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or costs payable (including the avoidance of doubt any commitment fees asreferred to in Clause 12 (Fees and costs)); (iv)an increase in or an extension of any Commitment; (v)any change of currency; (vi)any provision which expressly requires the consent of all the Lenders; (vii)Clause 2.2 (Finance Parties' rights and obligations), Clause 7 (Prepayment and Cancellation), Clause 26 (Changes to the Lenders), Clause 31.5 (Partial Payments) or this Clause38 (Amendments and waivers); (viii)the nature or scope of the guarantee and indemnity granted under Clause 19 (Guarantee and indemnity); (ix)release of any Security created by the Security Documents unless permitted under the Finance Documents or undertaken by the Agent acting on instruction of the MajorityLenders following an Event of Default which is continuing; (x)change to any Obligor; (xi)governing law and jurisdiction; (xii)the manner in which the proceeds after enforcement are being applied; or (xiii)any change to the Security Documents shall not be made without the prior consent of all the Lenders. (b)An amendment or waiver which relates to the rights or obligations of the Agent (each in their capacity as such) may not be effected without the consent of the Agent. 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 amendment or 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;92(B)enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes requiredto enable that Replacement Reference Rate to be used for the purposes of this Agreement);(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 a result of the application ofthat Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the RelevantNominating 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 Borrower. (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 longer time period in relation to anyrequest 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 Facility when ascertaining whether any relevant percentage of TotalCommitments 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 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:93(a)the methodology, formula or other means of determining that Published Rate has, in the opinion of the Majority Lenders and the Borrower materially changed; (b)(i)(A)the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or (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 similaradministrative, regulatory or judicial body which reasonably confirms that the administrator of that Published 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 or indefinitely and, at that time, there is nosuccessor 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 or indefinitely 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) determines that that Published Rate should becalculated 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 Borrower, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest 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 an information service.94"Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group 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 that measured 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 Reference Rate" will be thereplacement under paragraph (ii) above;(b)in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to aPublished Rate; or (c)in the opinion of the Majority Lenders and the Borrower, an appropriate successor to a Published Rate. 39.GUARANTOR'S LIABILITY The Guarantor by its signature to this Agreement confirms and agrees that it shall be bound by the provisions relating to it hereunder irrespective of whether or not (i) the Borroweraccedes to the Agreement, (ii) the Loan is advanced and (iii) the obligations under the Guarantee become effective. 40.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 the FinanceDocument. 41.CONFLICT In case of conflict between the Security Documents and this Agreement, the provisions of this Agreement shall prevail, provided however that this will not in any way be interpreted orapplied to prejudice the legality, validity or enforceability of any Security Document.95SECTION 12GOVERNING LAW AND ENFORCEMENT42.GOVERNING LAW This Agreement is governed by Norwegian law. 43.ENFORCEMENT 43.1Jurisdiction (a)The courts of Norway, the venue to be Oslo city court (in Norwegian: Oslo tingrett) have jurisdiction to settle any dispute arising out of or in connection with this Agreement (including adispute 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 the contrary. (c)This Clause 43.1 (Jurisdiction) 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 othercourts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions. 43.2Service of process Without prejudice to any other mode of service allowed under any relevant law, each Borrower and Guarantor: (a)irrevocably appoints DHT Management AS, Haakon VII's gate 1, P.O. Box 2039 Vika, 0125 Oslo, Norway as its agent for service of process in relation to any proceedings before theNorwegian courts in connection with any Finance Document; and (b)agrees that failure by a process agent to notify the Borrower and/or Guarantor of the process will not invalidate the proceedings concerned. If any process agent appointed shall cease to exist for any reason where process may be served, the Borrower or Guarantor will forthwith appoint another process agent with an office inNorway 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.96Schedule 1THE ORIGINAL LENDERS Name of Original Lenders: Commitment: Danish Ship Finance A/Sregistration no. (CVR-nr) 27 49 26 49Sankt Annæ Plads 3,1250 København KDenmark The lower of (i) 65% of the Market Value of the Vessel upon Utilisation and (ii) USD 49,400,00097Schedule 2CONDITIONS PRECEDENTPart ICondition Precedent signing of Agreement(Borrower's document only to be provided upon signing of an Accession Letter)1.Borrower and Guarantor(a)Certified copies of the articles of association and bylaws 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, and if required by the Agent shareholders resolutions of the Guarantor:(i)approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is aparty;(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 it under or in connection with theFinance Documents to which it is a party.(d)A copy of the passports of any Director of the relevant company and of each other person signing any Finance Documents, and specimen of the signature of such persons if notevidenced by the passport copy;(e)An original power of attorney (notarised and legalised if requested by the Agent);(f)Evidence of the shareholder structure of the Borrower and the 10 largest shareholders of the Guarantor based on latest publicly available filings; and(g)Any shareholders' agreements.2.AuthorisationsAll approvals, authorisations and consents required by any government or other authorities for the Obligors to enter into and perform their obligations under this Agreement and/or anyof the other Transaction Documents to which they are respective parties.3.Finance Documents(a)The Agreement;(All Finance Documents to be delivered in original).984.Vessel Documents(a)Copy of the Shipbuilding Contracts;5.Legal opinions(a)A legal opinion from the legal advisers to the Agent in the relevant jurisdiction (including Norway, the Marshall Islands and Hong Kong (if the Borrower has acceded to the Agreement),substantially in the form distributed to the Lenders prior to signing this Agreement; and(b)Any such other favourable legal opinions in form and substance satisfactory to the Agent from lawyers appointed by the Agent on matters concerning all relevant jurisdictions.6.Other documents and evidence(a)Evidence that any process agent referred to in Clause 43.2 (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 the Guarantor accordingly) inconnection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document;(c)Evidence that all instalments due under the Shipbuilding Contract prior to signing of the Agreement have been paid;(d)Evidence that the fees, costs and expenses then due from the Borrower (or the Guarantor if no Borrower has acceded to the Agreement) pursuant to Clause 12 (Fees and costs) andClause 17 (Costs and expenses) have been paid or will be paid by the Signing Date; and(e)Any other documents as reasonably requested by the Agent, hereunder any additional documentation required for any Finance Party to comply with their Know Your Customerrequirements;Part IICondition Precedent Utilisation1.Borrower and 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;99(c)A certified copy of a resolution of the board of directors, and if required by the Agent shareholders resolutions, 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 the Finance Documents to which it is aparty;(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 it under or in connection with theFinance Documents to which it is a party.(d)A copy of the passports of any Director of the relevant company and of each other person signing any Finance Documents, and specimen of the signature of such persons if notevidenced by the passport copy;(e)An original Power of Attorney (notarised and legalised if requested by the Agent);(f)Evidence of the shareholder structure of the Borrower and the 10 largest shareholders of the Guarantor based on latest publicly available filings; and(g)A certificate of an authorised signatory of the relevant company setting out the name of the Directors of the relevant Obligor certifying that each copy document relating to it specifiedin this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the Signing Date.2.AuthorisationsAll approvals, authorisations and consents required by any government or other authorities for the Obligors to enter into and perform their obligations under this Agreement and/or anyof the other Transaction Documents to which they are respective parties.3.Finance Documents(h)The Assignment Agreement;(i)A Notice of Assignment of Insurances and acknowledgement thereof or standard letters of undertaking;(j)A Notice of Assignment of Earnings and acknowledgement thereof;(k)The Deed of Charge with the notices, transcripts and evidence required thereunder;(l)The duly executed and effective Accession Letter. (All Finance Documents to be delivered in original).1004.Documents relating to the Vessel(a)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 (Insurances - Vessel), andevidencing that the Agent's Security in the insurance policies have been noted in accordance with the relevant notices as required under the Assignment Agreement;(b)A copy of any Charterparty (if relevant);(c)A copy of the current DOC;(d)A copy of any Technical Management Agreement;(e)A copy of any Commercial Management Agreement (including an amendment evidencing that the Vessel is included under such agreement);(f)A survey report in respect of the Vessel;(g)A copy of updated confirmations of class (or equivalent) in respect of the Vessel from the relevant classification society, confirming that the Vessel is classed in accordance with Clause24.4 (Classification and repairs), free of extensions and overdue recommendations;(h)A copy of the Vessel’s current SMC;(i)A copy of the Vessel’s ISSC;(j)A copy of the maritime labour certificates (MLC) and the declarations of maritime labour compliance (DMLC) for the Vessel; and(k)Updated valuation certificate in respect of the Vessel issued no more than thirty (30) days prior to the Utilisation Date showing the Market Value.The following documents to be received by the Agent latest on the Utilisation Date:(l)The Mortgage;(m)The Deed of Covenants;(n)A copy of the Builder’s Certificate;(o)A copy of the Bill of Sale;(p)A copy of the Protocol of Delivery and Acceptance under the Shipbuilding Contract;(q)A copy of the international tonnage certificate;(r)Evidence (by way of transcript of registry) that the Vessel is registered in the name of the Borrower in an Approved Ship Registry acceptable to the Agent, that the Mortgage has been,or will in connection with Utilisation of the Facility be, executed and recorded with their intended first priority against the Vessel and that no other encumbrances, maritime liens,Mortgage or debts whatsoever are registered against the Vessel.1015.Legal opinionsThe 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 (including Norway, the Marshall Islands and Hong Kong), substantially in the form distributed to theOriginal Lenders prior to signing this Agreement;(b)Any such other favourable legal opinions in form and substance satisfactory to the Agent from lawyers appointed by the Agent on matters concerning all 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 the Borrower accordingly) inconnection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document;(c)The Utilisation Request at least two (2) Business Days prior to the Utilisation Date;(d)Evidence that all instalments under the Shipbuilding Contract prior to the Utilisation Date have been paid (including the invoices from the Yard);(e)A favourable opinion from the Agent's insurance consultants at the expense of the Borrower confirming that the required insurances have been placed and are acceptable to the Agentand that the underwriters are acceptable to the Agent;(f)An original Compliance Certificate confirming that the Obligors are in 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 Borrower pursuant to Clause 12 (Fees and costs) and Clause 17 (Costs and expenses) have been paid or will be paid by theUtilisation Date;(h)Manager’s undertakings from the Technical Manager and the Commercial Manager in such form as the Agent may require;(i)The latest Financial Statements of each Obligor; and(j)Any other documents as reasonably requested by the Agent, hereunder any additional documentation required for any Finance Party to comply with their Know Your Customerrequirements.Proposed Utilisation Date:[ ] (or, if that is not a Business Day, the next Business Day) Amount:49,400,000 or, if less, the Available Facility Interest Period:6 months Interest Periods shall apply. First Interest Period shall be [ ]102Schedule 3UTILISATION REQUESTFrom: [ ]To: Danish Ship Finance A/SDated:Dear Sirs[ ]– USD 49,400,000 Facility Agreementdated 26 November 2014 (as amended, 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 different meaning in this UtilisationRequest.2.We wish to borrow the Loan on the following terms: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 faithfullyauthorised signatory for[ ]103Schedule 4OPTIONAL RATE SWITCH NOTICEFrom: [●]To: Danish Ship Finance A/S as AgentDated:DHT Holdings, Inc. – up to USD 49,400,000 Facility Agreement dated 26 November 2014 (as amended, the "Agreement")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 different meaning herein.1.We hereby request the Agent to switch the Reference Rate for the Loan from Term SOFR to SOFR starting as of [the first day in the next Interest Period for the Loan].2.The Interest Period on the Loan shall be six (6) Months.3.This Optional Rate Switch Notice is irrevocable.Yours faithfullyauthorised signatory for[name of Borrower]104Schedule 5FORM OF TRANSFER CERTIFICATETo: Danish Ship Finance A/S as AgentFrom: [The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender")Dated:[ ]– USD 49,400,000 Facility Agreement dated 26 November 2014 (as amended, 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 different meaning in thisTransfer 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's Commitment, rights andobligations 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, fax number and attention details for notices of the New Lender for the purposes of Clause 34.2 (Addresses) are set out in the Schedule.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 of Existing 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 copy of this TransferCertificate.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.[Existing Lender][New Lender] By:By:105THE 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,]This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [ ].[Agent]By:106Schedule 6FORM OF COMPLIANCE CERTIFICATETo: Danish Ship Finance A/S as AgentFrom: DHT Jaguar Limited / DHT Holdings, Inc.,Dated:Dear SirsDHT Jaguar LimitedUSD 49,400,000 Facility Agreementdated 26 November 2014 (as amended, 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 a differentmeaning 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 21.1 (Financial covenants – the Guarantor)):a)Minimum Value Adjusted Tangible Net WorthRequirement:Value Adjusted Tangible Net Worth of at least USD 300,000,000, but the Value Adjusted Tangible Net Worth shall in any event be minimum 25% of the Value Adjusted Total AssetsValue Adjusted Tangible Net Worth* USD…………….Value Adjusted Total Assets* USD …………….In Compliance Yes/No*) as per enclosed calculationsb)Minimum CashRequirement:The higher of USD 30,000,000 and 6 % of the Total Interest Bearing DebtMinimum Cash* USD ……………./.............%Total Interest Bearing Debt* USD……………../...........% *) as per enclosed calculationsIn Compliance Yes/No107c)Working CapitalRequirement: PositiveCurrent Assets USD…………. , lessCurrent Liabilities USD…………….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 as per [ ] 20[ ].Yours faithfully DHT Jaguar Limited DHT Holdings, Inc. [title] CFO 108Schedule 7FORM OF ACCESSION LETTERACCESSION LETTERDated: [ ]USD 49,400,000 TERM LOAN FACILITY AGREEMENT DATED 26 NOVEMBER 2014 (THE "AGREEMENT")1.We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning when used in this Accession Letter.2.By its signature hereto, [ ], reg. no. [ ], incorporated under the laws of [ ] hereby accedes as Borrower under the Agreement and the Security Documentswith effect from the date hereof, and to be bound by the terms of the Agreement and the Security Documents relating to the Borrower in its capacity as a borrower under the Agreement.The Borrower hereby undertakes and agrees to sign and execute such additional Security Documents as may be required under the Agreement.3.By their signatures hereto, each of the Borrower, the Guarantor, the Lender and the Agent accepts the accession of the Borrower to the Agreement.4.The Borrower's address and fax number for the purpose of Clause 34.2 of the Agreement is [ ].5.The Borrower hereby confirm that no Default is continuing or would occur as a result of it becoming the Borrower.6.The Borrower confirms that all representations and warranties in Clause 20 (Representations) are correct as of the date hereof.7.The following amendments shall be made to the Agreement with effect from the accession of the Borrower: [ ].8.This Accession Letter is governed by Norwegian law. Clauses 42 and 43 of the Agreement apply to this Accession Letter, and the Borrower hereby appoints the process agent describedin Clause 43.2 of the Agreement.Borrower: [ ] By: Name: 109Guarantor: DHT HOLDINGS, INC.By: Name: Agent: DANISH SHIP FINANCE A/S By: Name: Original Lender: DANISH SHIP FINANCE A/S By: Name: 110Schedule 8REPAYMENT SCHEDULE DateInstalment(USD)Outstanding(USD) Utilisation date 17 November 2015049,400,000 Instalment 1 2 May 20161,300,00048,100,000 Instalment 2 2 November 20161,300,00046,800,000 Instalment 3 2 May 20171,300,00045,500,000 Instalment 4 2 November 20171,300,00044,200,000 Instalment 5 2 May 20181,300,00042,900,000 Instalment 6 2 November 20181,300,00041,600,000 Instalment 7 2 May 20191,300,00040,300,000 Instalment 8 2 November 20191,300,00039,000,000 Instalment 9 2 May 20201,300,00037,700,000 Instalment 10 2 November 20201,300,00036,400,000 Instalment 11 2 May 20211,213,33335,186,667 Instalment 12 2 November 20211,213,33333,973,334 Instalment 13 2 May 20221,213,33332,760,001 Instalment 14 2 November 20221,213,33331,546,668 Instalment 15 2 May 20231,213,33330,333,335 Instalment 16 2 November 20231,213,33329,120,002 Instalment 17 2 May 20241,213,33327,906,669 Instalment 18 2 November 20241,213,33326,693,336 Instalment 19 2 May 20251,213,33325,480,003 Instalment 20 2 November 20251,213,33324,266,670 Balloon 2 November 202524,266,6700111Schedule 9FA ACT SECTION 3-12 Obligor Name andorganizationnumber: Organisationform Address Name of generalmanager anddirectors (orpersons holdingequivalentpositions) Borrower DHT Jaguar Limited (no. 77008) Marshall Islands corporation Trust Company Compiex, AjeltakeRoad, Ajeltake Island,Majuro, MH 96960,Republic of the Marshall lslands Director: Svein Moxnes HarfjeldPresident: Svein Moxnes HarfjeldTreasurer: Laila Cecilie HalvorsenSecretary: Conyers CorporateServices (Bermuda) Limited. Guarantor DHT Holdings, Inc. (no.39572) Marshall Islands corporationlimited by shares The Trust Company Complex,Ajeltake Road, Ajeltake Island,Majuro, MH96960,Republic of the Marshall Islands Directors: Erik Andreas Lind(chairman), Joseph HowlandPyne, Einar Michael Steimler,Jeremy Rafael Kramer, and SophieRossini CEO/President:Svein Moxnes Harfjeld112Schedule 10DAILY NON-CUMULATIVE COMPOUNDED RFR RATEThe "Daily Non-Cumulative Compounded RFR Rate" for any US Government Securities Business Day "i" during an Interest Period for a Loan is the percentage rate per annum(without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose)calculated as set out below:where:"UCCDRi" means the Unannualised Cumulative Compounded Daily Rate for that US Government Securities Business Day "i";"UCCDRi-1" means, in relation to that US Government Securities Business Day "i", the Unannualised Cumulative Compounded Daily Rate for the immediately preceding USGovernment Securities Business Day (if any) during that Interest Period;"dcc" means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number;"ni" means the number of calendar days from, and including, that US Government Securities Business Day "i" up to, but excluding, the following US Government Securities BusinessDay; andthe "Unannualised Cumulative Compounded Daily Rate" for any US Government Securities Business Day (the "Cumulated RFR Banking Day") during that Interest Period is the resultof the below calculation (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any softwareused for that purpose):where:"ACCDR" means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;"tni" means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the US Government Securities Business Day whichimmediately follows the last day of the Cumulation Period;"Cumulation Period" means the period from, and including, the first US Government Securities Business Day of that Interest Period to, and including, that Cumulated RFRBanking Day;"dcc" has the meaning given to that term above; andthe "Annualised Cumulative Compounded Daily Rate" for that Cumulated RFR Banking Day is the percentage rate per annum (rounded to five (5) decimal places) calculatedas set out below:113where:"d0" means the number of US Government Securities Business Day in the Cumulation Period;"Cumulation Period" has the meaning given to that term above;"i" means a series of whole numbers from one to d0, each representing the relevant US Government Securities Business Day in chronological order in the Cumulation Period;"DailyRatei-LP" means, for any US Government Securities Business Day "i" in the Cumulation Period, the Daily Rate for the US Government Securities Business Day which isfive (5) US Government Securities Business Days prior to that US Government Securities Business Day "i";"ni" means, for any US Government Securities Business Day "i" in the Cumulation Period, the number of calendar days from, and including, that US Government SecuritiesBusiness Day "i" up to, but excluding, the following US Government Securities Business Day;"dcc" has the meaning given to that term above; and"tni" has the meaning given to that term above.114EXECUTION PAGEBorrower: DHT JAGUAR LIMITED By:Name: Title: Guarantor:DHT HOLDINGS, INC.By: Name:Title: Agent:DANISH SHIP FINANCE A/SBy: Name:Title:Original Lender:DANISH SHIP FINANCE A/SBy: Name:Title:Exhibit 4.4DATED 27 JUNE 2023 AMENDMENT AND RESTATEMENT AGREEMENT(Amendment No. 1)to the Up to USD 566,224,247SENIOR SECURED TERM LOAN FACILITIES AND REVOLVING CREDIT FACILITIES ORIGINALLY DATED 14 MAY 2021 for the companieslisted in Schedule 1B thereof as joint and several original borrowersandany additional borrowers pursuant to the terms thereof with DHT Holdings, Inc.as Guarantorarranged byNordea Bank Abp, filial i Norgeas Coordinator Nordea Bank Abp, filial i NorgeING Bank N.V.ABN AMRO Bank N.V., Oslo BranchDanmarks Skibskredit A/SDNB Bank ASAas Bookrunners Nordea Bank Abp, filial i NorgeING Bank N.V.ABN AMRO Bank N.V., Oslo BranchDanmarks Skibskredit A/SDNB Bank ASACrédit Agricole Corporate and Investment BankSkandinaviska Enskilda Banken AB (publ)as Mandated Lead ArrangerwithNordea Bank Abp, filial i Norgeas Agent and Security Agentwww.svw.no Page 2 of 10 THIS AMENDMENT AND RESTATEMENT AGREEMENT (amendment no. 1) (the “Amendment No. 1”) to the Original Facilities Agreement is made on 27 June 2023 BETWEEN (1)THE ENTITIES set out as owners of the Original Vessels in Schedule 1B (Original Borrowers, Original Vessels and Tranches) of the Facilities Agreement, as joint and several original 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)NORDEA BANK ABP, FILIAL I NORGE as coordinator (the “Coordinator”); (4)NORDEA BANK ABP, FILIAL I NORGE, ING BANK N.V., ABN AMRO BANK N.V., OSLO BRANCH,DANMARKS SKIBSKREDIT A/S and DNB BANK ASA as bookrunners (the “Bookrunners”); (5)NORDEA BANK ABP, FILIAL I NORGE, ING BANK N.V., ABN AMRO BANK N.V., OSLO BRANCH, DANMARKS SKIBSKREDIT A/S, DNB BANK ASA, CRÉDIT AGRICOLECORPORATE AND INVESTMENT BANK and SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) as mandated leadarrangers (the “Mandated Lead Arrangers”); (6)THE FINANCIAL INSTITUTIONS listed in Schedule 1A (The Original Lenders) of the Facilities Agreement as original lenders (the “Original Lenders”);(7)THE FINANCIAL INSTITUTIONS listed in Schedule 1A (The Original Lenders) of the Facilities Agreement as original hedging banks (the “Original Hedging Banks”);(8)NORDEA BANK ABP, FILIAL I NORGE as agent and security agent of the other Finance Parties (respectively, the “Agent” and the “Security Agent”). (jointly, the “Parties”) WHEREAS: (A)Pursuant to the up to USD 566,224,247 original facilities agreement dated 14 May 2021 (the “Original Facilities Agreement”) made between the Parties, the Original Lenders made available tothe Original Borrowers certain loan facilities on the terms set out therein. (B)The Parties have agreed to amend and restate the Original Facilities Agreement in particular for the purpose of changing the floating interest rate element from LIBOR to Term SOFR (orcompounded SOFR if switched) + CAS, subject to the terms and conditions of this Amendment No. 1. IT IS HEREBY AGREED as follows: 1INTERPRETATION AND DESIGNATION (a)In this Amendment No. 1: “Effective Date” has the meaning given to that term in clause 3 (b) hereof. “Existing Security” means all security as of the date of this Amendment No. 1 already established in connection with the Original Facilities Agreement. Page 3 of 10 “New Facilities Agreement” means the Facilities Agreement as amended and restated in the form set out in Annex 1 hereto. (b)Capitalised words and expressions used herein and not otherwise defined herein are used as defined in the New Facilities Agreement. (c)References herein to the “Facilities Agreement” shall be construed as references to the Original Facilities Agreement up until the Effective Date and as references to the New FacilitiesAgreement upon and any time after the Effective Date or as the context otherwise may require. (d)The principles of construction set out in Clause 1.2 (Construction) of the Facilities Agreement shall have effect as if set out in this Amendment No. 1. (e)This Amendment No. 1 and the New Facilities Agreement shall be deemed to be Finance Documents. 2AMENDMENTS TO THE ORIGINAL FACILITIES AGREEMENT With effect from the date of this Amendment No. 1: (a)the definition of “Charterparty” in Clause 1.1 (Definitions) of the Original Facilities Agreement shall be amended by adding the following underscored wording and by deleting the wordsmarked to such effect below: ““Charterparty” means any time or bareboat charter or any pool agreement or any other agreements of employment (including for the avoidance of doubt any Bareboat Charter) enteredor to be entered into between a Borrower and the relevant Charterer for the chartering of a Vessel for a period exceeding twenty-four (24) thirty-six (36) months subject to the provisions ofClause 25.13 (Chartering).” (b)paragraph (c) of Clause 25.13 (Chartering) of the Original Facilities Agreement shall be amended by adding the following underscored wording and by deleting the words marked to such effectbelow: “The Borrowers shall notify the Agent promptly in writing (but without any requirement for consent from the Agent) of any agreement related to the chartering and operation of a Vesselother than those covered by sub-paragraph (b)(i) above, exceeding twenty-four (24) thirty-six (36) months and shall arrange for assignment of such contract to the extent relevantpursuant to the terms of this Agreement.”3AMENDMENT AND RESTATEMENT OF FACILITIES AGREEMENT AS OF EFFECTIVE DATE (a)As of the Effective Date the Original Facilities Agreement shall automatically be amended and restated in the form of the New Facilities Agreement, including for the avoidance of doubt so thatthe Guarantor shall automatically provide the Guarantee on the terms as set out in Clause 20 (Guarantee and Indemnity) of the New Facilities Agreement. (b)This Amendment No. 1 shall, except for clause 2 (Amendments to the Original Facilities Agreement) and clause 6 (Miscellaneous), each of which is effective from the date hereof, be effectivefrom and including the first new Interest Period commencing after 30 June 2023 (the “Effective Date”). (c)The Borrower undertakes to provide the Agent (in a form and substance acceptable to it) with all the documents and evidence listed in schedule 1 (Conditions precedent documents) heretoprior to the Effective Date. Page 4 of 10 4REPETITIONEach of the Borrowers and the Guarantor undertakes and confirm that, as applicable, at the date hereof and on the Effective Date each of the representations and warranties set out in Clause 21(Representations) of the New Facilities Agreement is true and correct and no event or circumstances has occurred and is continuing which constitute or may constitute an Event of Default. 5CONFIRMATIONS Each of the Borrowers and the Guarantor agree and confirm that, save for as amended by the content hereto nothing in this Amendment No. 1 shall affect to reduce, release or prejudice its obligations toany Finance Party under any of the Finance Documents and the Guarantee and all Security Documents and security arrangement created or intended to be created in favour of the Finance Parties are infull force and effect and shall following the Effective Date continue to cover all liabilities arising under the Finance Documents, as amended by this Amendment No. 1.6MISCELLANEOUS (a)The Borrowers shall pay to the Agent upon demand, all legal and other expenses incurred by the Agent in connection with this Amendment No. 1 and any other documents incidental hereto. (b)This Amendment No. 1 shall be governed by and interpreted under Norwegian law with venue as set out in the Facilities Agreement. Page 5 of 10 SCHEDULE 1 Conditions precedent to the Effective Date 1.Corporate documents relating to each of the Borrowers and the Guarantor (a)Certified copies of the constitutional documents, certificate of incorporation, extract from the relevant company registry and/or updated certificate of good standing of the relevantcompany;(b)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 Amendment No. 1 and otherrelevant Finance Documents to which it is a party and resolving that it execute such documents to which it is a party, (ii) authorising a specified person or persons to execute theAmendment No. 1 and other relevant 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 dispatch alldocuments and notices to be signed and/or dispatched by it under or in connection with the Amendment No. 1 and other relevant Finance Documents to which it is a party. (c)Certified copies of the resolutions of the Borrowers’ shareholder(s) approving the terms of, and the transactions contemplated by, the Amendment No. 1 and other relevant FinanceDocuments to which it is a party, if applicable. (d)If relevant, an original Power of Attorney (notarised if requested by the Agent); and (e)A certificate of an authorised signatory (including any authorised director, secretary, treasurer or chief financial officer) of the relevant company setting out the name of the Directors ofthe relevant Obligor certifying that each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of theAmendment No. 1. 2.Finance Documents (a)All and any new documentation or amendments to for the Existing Security (including but not limited to any amendment agreements, letters, notices, acknowledgements, registrations,filings etc.) deemed relevant by the Agent in order to ensure and verify that the Existing Security become or remain, as the case might be, in full force and effect according to the termsof the Amendment No. 1. 3.Miscellaneous (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.(b)Any other documents as reasonably requested by the Agent.Borrower:DHT Osprey Inc. By:/s/ Hallvard HaskjoldName: Hallvard HaskjoldTitle: Attorney-in-FactBorrower:DHT Holdings Inc. By:/s/ Hallvard HaskjoldName: Hallvard HaskjoldTitle: Attorney-in-Fact Page 6 of 10 7SIGNATORIESBorrower:Borrower:DHT Opal, Inc.DHT Peony, Inc. By:/s/ Hallvard Haskjold By:/s/ Hallvard Haskjold Name: Hallvard HaskjoldName: Hallvard HaskjoldTitle: Attorney-in-FactTitle: Attorney-in-FactBorrower:Borrower:DHT Lotus, Inc.DHT Colt, Inc. By:/s/ Hallvard Haskjold By:/s/ Hallvard HaskjoldName: Hallvard HaskjoldName: Hallvard HaskjoldTitle: Attorney-in-FactTitle: Attorney-in-Fact Borrower:Borrower:DHT Bauhinia, Inc.Samco Eta Ltd. By:/s/ Hallvard Haskjold By:/s/ Hallvard Haskjold Name: Hallvard HaskjoldName: Hallvard HaskjoldTitle: Attorney-in-FactTitle: Attorney-in-FactBorrower:Borrower:DHT Stallion, Inc.Samco Gamma Ltd. By:/s/ Hallvard Haskjold By:/s/ Hallvard HaskjoldName: Hallvard HaskjoldName: Hallvard HaskjoldTitle: Attorney-in-FactTitle: Attorney-in-Fact Borrower:Borrower:Samco Delta Ltd.DHT Harrier Inc. By:/s/ Hallvard HaskjoldBy:/s/ Hallvard Haskjold Name: Hallvard HaskjoldName: Hallvard HaskjoldTitle: Attorney-in-FactTitle: Attorney-in-Fact[Signature page USD 566.2 DHT FA AM. 1]Agent and Security Agent:Nordea Bank Abp, filial i Norge By:Name:Title: Page 7 of 10 Original Lender, Mandated Lead Arranger,Bookrunner and Original Hedging Bank: Original Lender, Mandated Lead Arranger,Bookrunner and Original Hedging Bank: ING Bank N.V.ABN AMRO Bank N.V., Oslo Branch By:/s/ Stefan Engel/s/ Aydin Celik By:Name: Stefan EngelAydin Celik Name:Title: DirectorDirector Title:Original Lender, Mandated Lead Arrangerand Bookrunner:Original Lender, Mandated Lead Arranger,Bookrunner and Original Hedging Bank:Danmarks Skibskredit A/SDNB Bank ASA By:By:Name:Name:Title:Title:Original Lender, Mandated Lead Arrangerand Original Hedging Bank:Original Lender, Mandated Lead Arrangerand Original Hedging Bank:Crédit Agricole Corporate and Investment BankSkandinaviska Enskilda Banken AB (publ) By: By:Name:Name:Title:Title: Original Lender, Mandated Lead Arranger,Bookrunner and Coordinator:Original Hedging Bank:Nordea Bank AbpNordea Bank Abp, filial i Norge By: By: Name: Name:Title: Title: [Signature page USD 566.2 DHT FA AM. 1]Agent and Security Agent:Nordea Bank Abp, filial i NorgeBy:/s/ Dag-Anders Engberg BreiliName; Dag-Anders Engberg BreiliTitle: Attorney-in-Fact Page 8 of 10 Original Lender, Mandated Lead Arranger,Bookrunner and Original Hedging Bank: Original Lender, Mandated Lead Arranger,Bookrunner and Original Hedging Bank: ING Bank N.V.ABN AMRO Bank N.V., Oslo BranchBy:By:/s/ Dag-Anders Engberg BreiliName; Name; Dag-Anders Engberg BreiliTitle: Title: Attorney-in-FactOriginal Lender, Mandated Lead Arrangerand Bookrunner:Original Lender, Mandated Lead Arranger,Bookrunner and Original Hedging Bank:Danmarks Skibskredit A/SDNB Bank ASABy:/s/ Dag-Anders Engberg BreiliBy:/s/ Dag-Anders Engberg BreiliName; Dag-Anders Engberg BreiliName; Dag-Anders Engberg BreiliTitle: Attorney-in-Fact Title: Attorney-in-FactOriginal Lender, Mandated Lead Arrangerand Original Hedging Bank:Original Lender, Mandated Lead Arrangerand Original Hedging Bank:Credit Agricole Corporate and Investment BankSkandinaviska Enskilda Banken AB (publ)By:/s/ Dag-Anders Engberg BreiliBy:/s/ Dag-Anders Engberg BreiliName; Dag-Anders Engberg BreiliName; Dag-Anders Engberg BreiliTitle: Attorney-in-FactTitle: Attorney-in-Fact Original Lender, Mandated Lead Arranger,Bookrunner and Coordinator:Original Hedging Bank:Nordea Bank AbpNordea Bank Abp, filial i Norge By:/s/ Dag-Anders Engberg BreiliBy:/s/ Dag-Anders Engberg BreiliName; Dag-Anders Engberg BreiliName; Dag-Anders Engberg BreiliTitle: Attorney-in-FactTitle: Attorney-in-Fact [Signature page USD 566.2 DHT FA AM. 1]The process agentDHT MANAGEMENT ASBy:/s/ Laila C. HalvorsenName: Laila C. HalvorsenTitle: CEO Page 9 of 10 *** [Signature page USD 566.2 DHT FA AM. 1] Page 10 of 10 ANNEX 1 New Facilities AgreementDATED 27 JUNE 2023 AMENDED AND RESTATED FACILITIES AGREEMENT to the Up to USD 566,224,247SENIOR SECURED TERM LOAN FACILITIES AND REVOLVING CREDIT FACILITIES ORIGINALLY DATED 14 MAY 2021 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 Nordea Bank Abp, filial i Norgeas CoordinatorNordea Bank Abp, filial i NorgeING Bank N.V.ABN AMRO Bank N.V., Oslo BranchDanmarks Skibskredit A/SDNB Bank ASAas BookrunnersNordea Bank Abp, filial i NorgeING Bank N.V.ABN AMRO Bank N.V., Oslo Branch Danmarks Skibskredit A/SDNB Bank ASACrédit Agricole Corporate and Investment BankSkandinaviska Enskilda Banken AB (publ)as Mandated Lead Arrangerwith Nordea Bank Abp, filial i Norgeas Agent and Security AgentPage 2TABLE OF CONTENTSClausePage 1.DEFINITIONS AND INTERPRETATION5 2.THE FACILITIES31 3.PURPOSE33 4.CONDITIONS OF UTILISATION33 5.UTILISATION36 6.ESTABLISHMENT OF INCREMENTAL FACILITIES37 7.REPAYMENT42 8.PREPAYMENT AND CANCELLATION43 9.OPTIONAL RATE SWITCH47 10.INTEREST47 11.INTEREST PERIODS49 12.CHANGES TO THE CALCULATION OF INTEREST49 13.FEES51 14.TAX GROSS UP AND INDEMNITIES53 15.INCREASED COSTS56 16.OTHER INDEMNITIES58 17.MITIGATION BY THE LENDERS59 18.COSTS AND EXPENSES59 19.SECURITY61 20.GUARANTEE AND INDEMNITY62 21.REPRESENTATIONS66 22.INFORMATION UNDERTAKINGS71 23.FINANCIAL COVENANTS76 24.GENERAL UNDERTAKINGS76 25.VESSEL UNDERTAKINGS83 26.EVENTS OF DEFAULT90 27.CHANGES TO THE LENDERS94 28.CHANGES TO THE OBLIGORS98 29.ROLE OF THE AGENT, THE SECURITY AGENT AND THE MANDATED LEAD ARRANGERS100 30.CONDUCT OF BUSINESS BY THE FINANCE PARTIES108 31.SHARING AMONG THE FINANCE PARTIES108 32.PAYMENT MECHANICS111 33.SET-OFF113Page 334.NOTICES113 35.CALCULATIONS AND CERTIFICATES115 36.PARTIAL INVALIDITY116 37.REMEDIES AND WAIVERS116 38.AMENDMENTS AND WAIVERS116 39.CONFIDENTIALITY120 40.CONFIDENTIALITY OF FUNDING RATES124 41.COUNTERPARTS125 42.CONFLICT125 43.GOVERNING LAW127 44.ENFORCEMENT127 SCHEDULE 1A THE ORIGINAL LENDERS128 SCHEDULE 1B ORIGINAL BORROWERS, ORIGINAL VESSELS AND TRANCHES129 SCHEDULE 1C REPAYMENT SCHEDULE – TERM LOAN FACILITY*130 SCHEDULE 2 CONDITIONS PRECEDENT131 SCHEDULE 3 REQUESTS138 SCHEDULE 4 FORM OF TRANSFER CERTIFICATE141 SCHEDULE 5 FORM OF ACCESSION LETTER143 SCHEDULE 6 FORM OF COMPLIANCE CERTIFICATE145 SCHEDULE 7 FORM OF VALUATION CERTIFICATE147 SCHEDULE 8 FORM OF INCREMENTAL FACILITY NOTICE149 SCHEDULE 9 FA ACT SECTION 3-12153 SCHEDULE 10 DAILY NON-CUMULATIVE COMPOUNDED RFR RATE154 EXECUTION PAGE156Page 4THIS AMENDED AND RESTATED AGREEMENT to the Original Facilities Agreement is made pursuant to the Amendment No. 1 on 27 June 2023 (the “Agreement”) and made between: (1)THE ENTITIES set out as owners of the Original Vessels in Schedule 1B (Original Borrowers, Original Vessels and Tranches), as joint and several original borrowers (each an “OriginalBorrower” 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)NORDEA BANK ABP, FILIAL I NORGE as coordinator (the “Coordinator”); (4)NORDEA BANK ABP, FILIAL I NORGE, ING BANK N.V., ABN AMRO BANK N.V., OSLO BRANCH,DANMARKS SKIBSKREDIT A/S and DNB BANK ASA as bookrunners (the “Bookrunners”); (5)NORDEA BANK ABP, FILIAL I NORGE, ING BANK N.V., ABN AMRO BANK N.V., OSLO BRANCH, DANMARKS SKIBSKREDIT A/S, DNB BANK ASA, CRÉDIT AGRICOLECORPORATE AND INVESTMENT BANK and SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) as mandated leadarrangers (the “Mandated Lead Arrangers”); (6)THE FINANCIAL INSTITUTIONS listed in Schedule 1A (The Original Lenders) as original lenders (the “Original Lenders”);(7)THE FINANCIAL INSTITUTIONS listed in Schedule 1A (The Original Lenders) as original hedging banks (the “Original Hedging Banks”);(8)NORDEA BANK ABP, FILIAL I NORGE as agent of the other Finance Parties (the “Agent”); and (9)NORDEA BANK ABP, FILIAL I NORGE as security agent of the other Finance Parties (the “Security Agent”).IT IS AGREED as follows:Page 5SECTION 1INTERPRETATION 1.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 designated as such in the relevantIncremental 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 Holding Company. “Aggregate Total Incremental Facility Commitments” means, at any time, the aggregate of the Total Incremental Facility Commitments relating to each Incremental Facility. “Agreement” means this facilities agreement, as it may be amended, supplemented and varied in writing from time to time, including its schedules. “Amendment No. 1” means the amendment and restatement agreement to the Original Facilities Agreement dated on the date hereof and made between the Parties hereto. “Annex VI” means Annex VI of the Protocol of 1997 (as subsequently amended from time to time) to amend the International Convention for the Prevention of Pollution from Ships 1973(Marpol), as modified by the Protocol of 1978 relating thereto. “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 that such Vessel(s) is dual registeredin accordance with Clause 25.3 (Flag, ownership, name and registry)), the Isle of Man Ship Registry and any ship registry as approved in writing by the Agent (on behalf of the MajorityLenders). “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.Page 6“Assignment Agreement” means a general assignment agreement for an assignment on first priority of (i) the Earnings, (ii) the insurance proceeds in respect of all Insurances, (iii) theEarnings Accounts and (iv) any monetary claims under any Secured Hedging Agreement to be executed by the relevant Borrower in favour of the Security Agent (on behalf of the FinanceParties) as security for the Obligors’ obligations under the Finance Documents in form and substance acceptable to all Lenders. “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 Signing Date up to and including 30 June 2021;(b)for the Revolving Credit Facilities, the period from and including the Signing Date up to and including the date falling three (3) months prior to the 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 theMaturity Date. “Available Commitment” means any of the Available Revolving Credit Facilities Commitments, the Available Term Loan Facility Commitments or Available Incremental Facility Commitmentsand “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 from time to time reduced and/orcancelled per the terms of this Agreement, less any Loans outstanding under that Incremental Facility. “Available Revolving Credit Facility A Commitment” means the aggregate of the Revolving Credit Facility A Commitments as from time to time reduced and/or cancelled per the terms ofthis Agreement, less any Loans outstanding under the Revolving Credit Facility A. “Available Revolving Credit Facility B Commitment” means the aggregate of the Revolving Credit Facility B Commitments as from time to time reduced and/or cancelled per the terms ofthis Agreement, less any Loans outstanding under the Revolving Credit Facility B. “Available Revolving Credit Facility Commitment” means any of the Available Revolving Credit Facility A Commitment or Available Revolving Credit Facility B Commitment and “AvailableRevolving Credit Facilities Commitment” means some or all of them (as the context requires). “Available Term Loan Facility Commitment” means the aggregate of the Term Loan Facility Commitments as from time to time reduced and/or cancelled per the terms of this Agreement,less any Loans outstanding under the Term Loan Facility. “Available Vessel Commitments” means, at any time:Page 7(a)relating to any Original Vessel, any Available Term Loan Facility Commitment and/or any Available Revolving Credit Facility Commitment pertaining to that 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 or regulation as described in theEU 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 requires contractualrecognition of any Write-down and Conversion Powers contained in that law or regulation. “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 the Bareboat Registry:(a)in relation to the Vessel “DHT Amazon”, (i) the head bareboat charter originally dated 11 June 2012 entered into between Samco Eta Ltd. as owner and the Bareboat Charterer asCharterer and (ii) the related sub bareboat charter originally dated 11 June 2012 entered into between the Bareboat Charterer as disponent owner and Samco Eta Ltd. as bareboatcharterer; and (b)in relation to any other Vessel, (i) any head bareboat charter entered into between the relevant Borrower as owner and the Bareboat Charterer as Charterer and (ii) any related subbareboat charter entered into between the Bareboat Charterer as disponent owner and the relevant Borrower as bareboat charterer, each entered into according to Clause 25.13(Chartering) and designated as “Bareboat Charters” by the Agent and the Borrowers, and “Bareboat Charter” means any of them.“Bareboat Charterer” means V.Ships France SAS. “Bareboat Registry” means the French International Register (RIF).“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 to the last day of the currentInterest Period in respect of a Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;Page 8exceeds: (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 leading bank in therelevant market for the applicable Reference Rate for a period starting on the Business Day following receipt or recovery and ending on 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, Copenhagen, Amsterdam, Paris, London, Stockholm and New YorkCity, and (in relation to the fixing of an interest rate) which is a US Government Securities Business Day. “Carbon Intensity and Climate Alignment Certificate” means a certificate from a Recognized Organization relating to a Vessel and a calendar year setting out:(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 be collected and reported inaccordance 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.“CAS” means the credit adjustment spread applicable to the interest for the Loans, being (based on ISDA fixing upon announcement of rate switch in March 2021):(a)Interest Periods of 1 month: 0.11448%;(b)Interest Periods between 1 month plus 1 day and 2 months: 0.18456%; (c)Interest Periods between 2 months plus 1 day and 3 months: 0.26161%; (d)Interest Periods between 3 months plus 1 day and 6 months: 0.42826%; and (e)if relevant, Interest Periods shorter than 1 month or longer than 6 months, as determined in the reasonable opinion of the Agent (however in no event lower than zero). “Cash” means the aggregate amount of cash, bank deposits and fully marketable securities (issued by an A rated or better financial institution), excluding restricted cash which is not at thedisposal 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 Reserve Bank of New York; andPage 9(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 by the Agent (or by any otherFinance Party which agrees to do so in place of the Agent) of the Central Bank Rate Spread for the five most immediately preceding US Government Securities Business Day for which therelevant 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 (per annum) 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 of directors for anyBorrower. For the purposes of this definition, “control” of the Guarantor means (i) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to cast, or control thecasting of, more than thirty-three and a third per cent (33 ⅓%) of the maximum number of votes that might be cast at a general meeting of the Guarantor; or (ii) otherwise controls theappointment or removal of more than thirty-three and a third per cent (33 ⅓%) of the members of the board of directors or other equivalent officers of the Guarantor; or (iii) the holdingbeneficially of more than thirty-three and a third per cent (33 ⅓%) of the issued shares of the Guarantor (excluding any part of that issued shares that carries no right to participate beyond aspecified amount in a distribution of either profits or capital), and “acting in concert” means, a group of persons who, pursuant to an agreement or understanding (whether formal orinformal), actively co-operate, through the acquisition directly or indirectly of shares in the Guarantor by any of them, either directly or indirectly, to obtain or consolidate control of thirty-three and a third per cent (33 ⅓%) of the Guarantor. “Charterer” means any charterer approved by the Agent (on behalf of the Majority Lenders) under a Charterparty, hereunder the 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 any Bareboat Charter) entered orto 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).Page 10“Charterparty Assignment” means one or more deeds of assignment on first priority of any Charterparty as the Agent (if required by any Lender) may require, to be executed by anyBorrower 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 commercial management 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 Facility Commitment. “Compliance Certificate” means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate). “Compounding Methodology Supplement” means, in relation to the calculation of SOFR, a document which:(a)is agreed in writing by the Borrowers, the Agent (acting in such capacity) and the Agent (acting on the instructions of the Majority Lenders);(b)specifies a calculation methodology for SOFR; and (c)has been made available to the Borrowers and each Finance Party. “Confidential Information” means all information relating to any Obligor, the Finance Documents or the Facilities of which a Finance Party becomes aware in its capacity as, or for thepurpose of becoming, a Finance Party which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility fromeither:(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 whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copiedfrom 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; orPage 11 (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 that date, froma 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 obtainedin 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 ofcomputation as well as excluding any balloon instalments under any financing arrangement. “Daily Rate” means, for any US Government Securities Business Day, SOFR for that US Government Securities Business Day, rounded to five (5) decimal places, and if that rate is less thanzero, the Daily Rate shall be deemed to be zero. “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 makingof 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 Shipbuilding Contract (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 paragraph 13.2 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 of the use of or operation of aVessel, 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 other agreement 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 other competent 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;Page 12(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 thenet receipts of the relevant pooling or sharing arrangement which is attributable to such Vessel; and(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 in relation 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 the name 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 for the 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 or Environmental 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 assessment required under any EnvironmentalLaw 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) from time to time. “Event of Default” means any event or circumstance specified as such in Clause 26 (Events of Default).Page 13“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 as established in accordance withthe procedure described in the definition of “Market Value” (in respect of other vessels), and (ii) the book value of the relevant Vessel. “Existing Facility” means the up to USD 300,000,000 senior secured term loan facilities and revolving credit facilities agreement originally dated 20 April 2017 as amended (including by anamendment and restatement agreement dated 28 September 2018) between inter alios certain of the Original Borrowers as borrowers, the Guarantor as guarantor, certain finance parties aslenders and the Agent as 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 Facilities and any Incremental Facility made available under this Agreement as described in Clause 2 (TheFacilities) 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, by not less than five (5) BusinessDays’ 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 and any 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 Revenue Service, the US governmentor 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 payments from sources within theUS), 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 such payment may become subjectto a deduction or withholding required by FATCA. “FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.Page 14“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). “Finance Document” means this Agreement, any Security Document, any Incremental Facility Notice, any Accession Letter, any Secured Hedging Agreement, any Manager’s Undertaking,any Letter of Undertaking, any Compounding Methodology Supplement, any Fee Letter and any other document designated as such by the Agent and the Borrowers. “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 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 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 the value of any derivativetransaction, 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 a bank or financialinstitution; 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’s classification society and/or theInternational Maritime Organisation (IMO), hereunder an Inventory of Hazardous Materials.Page 15“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) of this Agreement. “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 Pollution From 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 financial statements. “Incremental Facility” means any secured (subsequently reducing) revolving credit facility that may be established and made available under this Agreement as described in Clause 2 (TheFacilities) 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 Notice and the amount of anyother 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 relevant Incremental 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 amount outstanding for the time being ofthat 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 aggregate more than sixty-six and two-thirds per cent (66 ⅔%) of the Total Incremental Facility Commitments; orPage 16(b)at any other time, a Lender or Lenders whose aggregate participations in the Incremental Facility Loans and any Available Incremental Facility Commitment relating to thatIncremental Facility aggregate more than sixty-six and two-thirds per cent (66 ⅔%) of the Incremental Facility Loans and the Available Incremental Facility Commitments relating tothat Incremental Facility. “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 being established as IncrementalFacility Conditions Precedent in connection with the establishment or Utilisation of a new Incremental Facility) in relation to an Incremental Facility, such documents (if any) as arereasonably necessary to provide the Incremental Facility Lenders under that Incremental Facility with the benefit of Security, guarantees, indemnities and other assurance against lossequivalent to the Security, guarantees, indemnities and other assurance against loss provided to the Lenders under each other Facility pursuant to the Finance Documents (other than anylack of equivalence directly consequent to being provided 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 all entries of the Vessels in aprotection and indemnity or war risk association) which are from time to time during the Security Period in place or taken out or entered into by or for the benefit of the Borrowers (whetherin 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 inaccordance 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 from interpolating on a linear basis between:(a)either:Page 17(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 that Loan; or (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 Government Securities Business Daysbefore the Quotation Day for Term SOFR; 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 that Loan. “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 in respect 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 the Obligors’ obligations under the Finance Documents in form andsubstance 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’s structure and equipment that maybe 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) Diplomatic Conference 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 Signing Date; (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 has not ceased to be a Party in accordance with the terms of this Agreement.Page 18“Letter of Undertaking” means, in relation to each Bareboat Charter, an irrevocable and unconditional written undertaking from the Bareboat Charterer to the Security Agent (on behalf ofthe Finance Parties) containing inter alia (i) a right for the Security Agent (on behalf of the Finance Parties) upon an Event of Default which is continuing to terminate the relevant BareboatCharters, deregister the relevant Vessel from the Bareboat Registry and enforce their rights under the Mortgages and (ii) a confirmation that any claims the Bareboat Charterer may haveagainst a Borrower shall rank after and be fully subordinated to the rights and claims of the Security Agent (on behalf of the Finance Parties), including an irrevocable and unconditionalpower of attorney in respect of the deregistration of the relevant Vessel from the Bareboat Registry in form and substance satisfactory to the Security Agent (on behalf of the FinanceParties). “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 the context otherwise requires, the totalprincipal 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 aggregate more than sixty-six and two-thirds per cent (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 aggregate more than sixty-six and two-thirds per cent (66 ⅔%) ofthe 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 such form as the Agent (on behalf of theFinance 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 Facilities, 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) plus any applicable CAS.Page 19“Market Value” means the fair market value of a Vessel as (i) determined by one (1) independent Approved Broker appointed by the Borrowers or (ii) at the request of the Agent (on behalfof any Lender), calculated as the average of valuations of a Vessel obtained from two (2) Approved Brokers (of which one is appointed by the Borrowers and one is appointed by theAgent), in each case, with or without physical 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 normalcommercial terms 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 pool arrangement and ineach case addressed to the Agent, provided however that if the higher of the two valuations is more than one hundred and ten per cent (110%) of the lower, a third valuation shall beobtained from another Approved Broker 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 statements were 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 31 January 2027.“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 is to end if there is one, or ifthere 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 that calendar 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 and recorded by the Borrowersagainst the Vessels in favour of the Security Agent (on behalf of the Finance Parties) in (i) the relevant Approved Ship Registry and (ii) entered in the Bareboat Registry by a notation(applicable while a Vessel is registered in the Bareboat Registry), in form and substance satisfactory to all Lenders. “Obligor” means any of the Borrowers or the Guarantor and “Obligors” means all of them.Page 20“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 Part III (Form of Optional Rate Switch Notice) of Schedule 3 (Requests). “Original Facilities” means the Term Loan Facility and the Revolving Credit Facilities. “Original Facilities Agreement” means this Agreement, in form and content of the original facilities agreement dated 14 May 2021. “Original Financial Statements” means the audited financial statements of the Guarantor for the financial year ended 31 December 2020. “Original Vessels” means the Vessels listed in Schedule 1B (Original Borrowers, Original Vessels and Tranches) 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 to the 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 of the Finance Parties) in form andsubstance 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 changes in applicable law or regulation orthe introduction of or changes to mandatory requirements of the International Maritime Organization from time to time. “Quotation Day” means: (a)in relation to any period for which an interest rate is to be determined on basis of Term SOFR or Interpolated Term SOFR, two (2) US Government Securities Business Days beforethe 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 accordancewith 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)); and (b)in relation to any period for which an interest rate is to be determined on basis of SOFR or Central Bank Rate, the Business Day which follows the day which is five (5) USGovernment Securities Business Days prior to the last day of that period.Page 21“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 authorizedto 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 of a 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), and if, in either case, that rate is less than zero, the Reference Rate shall be deemed to bezero.“Relevant Market” means the market for overnight cash borrowing collateralised by US Government securities. “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 Clause 21.29 (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 of person);(b)that is domiciled, organized, registered as located or having its place of business in, or is incorporated under the laws of, a country which is the 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 any of the Revolving Credit Facility A or Revolving Credit Facility B and “Revolving Credit Facilities” means some or all of them (as the contextrequires). “Revolving Credit Facility A” means the secured revolving credit facility made available under this Agreement as described in Clause 2 (The Facilities). “Revolving Credit Facility B” means the secured (subsequently reducing) revolving credit facility made available under this Agreement as described in Clause 2 (The Facilities).Page 22“Revolving Credit Facility A Commitment” means(a)in relation to a Lender being a Lender at the Signing Date, the amount set opposite its name under the heading “Revolving Credit Facility A Commitment” in Schedule 1A (TheOriginal Lenders) and the amount of any other Revolving Credit Facility A Commitment transferred to it under this Agreement; and(b)in relation to any other Lender, the amount of any Revolving Credit Facility A Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement. “Revolving Credit Facility B Commitment” means (a)in relation to a Lender being a Lender at the Signing Date, the amount set opposite its name under the heading “Revolving Credit Facility B Commitment” in Schedule 1A (TheOriginal Lenders) and the amount of any other Revolving Credit Facility B Commitment transferred to it under this Agreement; and (b)in relation to any other Lender, the amount of any Revolving Credit Facility B Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement.“Revolving Credit Facility Commitment” means any of the Revolving Credit Facility A Commitment or Revolving Credit Facility B Commitment and “Revolving Credit FacilitiesCommitment” means some or all of them (as the context requires). “Revolving Credit Facility A Tranche” means one tranche per relevant Original Vessel pursuant to the Revolving Credit Facility A as described in Clause 2 (The Facilities), and “RevolvingCredit Facility A Tranches” means some or all of them (as the context requires). “Revolving Credit Facility B Tranche” means one tranche per relevant Original Vessel pursuant to the Revolving Credit Facility B as described in Clause 2 (The Facilities), and “RevolvingCredit Facility B Tranches” means some or all of them (as the context requires). “Revolving Credit Facility Tranche” means any of the Revolving Credit Facility A Tranches or Revolving Credit Facility B Tranches and “Revolving Credit Facilities Tranches” meanssome or all of them (as the context requires). “Sanctions Authority” means any of the Norwegian State, the United Nations, the European Union, any member state of the European Economic Area, the United Kingdom and the UnitedStates of America, and any authority, governmental institution and agency acting on behalf of any of them in connection with Sanctions Laws including without limitation, the Office ofForeign Assets Control of the US Department of Treasury (OFAC), the United States Department of State, the United States Department of Commerce, the United Nations Security Counciland His Majesty’s Treasury. “Sanctions Event” means:Page 23(a)a breach by an Obligor of any obligations under Clauses 22.4 (Information: miscellaneous) paragraph (d) or (f), 24.2 (Compliance with laws and Sanctions Laws) (as relates toSanctions 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 toSanctions 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 fromregulators implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority (whether or not any Obligor or any Affiliate of any Obligor is legally boundto 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 Authority including but not limited to the“Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the “Consolidated List of Financial Sanctions Targets”, maintained by HMT and the Consolidated List ofpersons, 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 Utilisation 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. “Secured Hedging Agreement” means, each as amended from time to time: (a)the master agreement on the form of ISDA 2002 and related schedule both originally dated 11 July 2018 (as amended, restated and replaced on or about the Signing Date) andentered into between DHT Colt, Inc. and Nordea Bank Abp as Hedging Bank for the purpose of hedging the interest rate risk in relation to the Facilities;Page 24(b)the master agreement on the form of ISDA 2002 and related schedule both originally dated 11 July 2018 (as amended, restated and replaced on or about the Signing Date) andentered into between DHT Stallion, Inc. and Nordea Bank Abp as Hedging Bank for the purpose of hedging the interest rate risk in relation to the Facilities; and(c)any other master agreement on the form of ISDA 2002 entered or to be into between any Borrower and a Hedging Bank for the purpose of hedging the interest rate risk in relationto 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 other agreement or arrangementhaving 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 Security Document and any otherdocument entered into by any Obligor creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under any of theFinance Documents. “Security Period” means the period commencing on the Signing Date and ending on the date which the Agent notifies the Borrowers and the other 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 would be set aside, or wouldhave 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 createdby a Finance Document. “Selection Notice” means a notice substantially in the form set out in Part II (Form of Selection Notice) 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. “Signing Date” means the date of the Original Facilities Agreement.“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.Page 25“SMS” means a safety management system for a Vessel developed and implemented in accordance with the ISM Code and including the functional requirements duties and obligations thatfollow from 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 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 for the purpose of calculating the Reference Rate under thisAgreement, SOFR shall in relation to any US Government Securities Business Day during the Interest Period of a Loan be the percentage rate per annum which is the compounded SOFRwith five (5) days lookback period without observation shift for that day and otherwise in all respects calculated by the Agent in accordance with the methodology set out in Schedule 10(Daily Non- Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement. “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) or owns directly or indirectly morethan fifty per cent (50%) of the shares and for this purpose an entity shall be treated as controlled by another if that entity is able to direct its affairs and/or to control the composition of theboard 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 any failure to pay or any delay inpaying any of the same). “Technical Management Agreement” means any technical management agreement made between the Technical Manager and a Borrower for the technical management of a Vessel. “Technical Manager” means Goodwood Ship Management Pte Ltd., V Ships France SAS and/or any other technical manager 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 Signing Date, the amount set opposite its name under the heading “Term Loan Facility Commitment” in Schedule 1A (The OriginalLenders) 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 Loan Tranches” means all of them.Page 26“Term SOFR” means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) forthe relevant period published by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate). “Total Commitments” means, at any time, the aggregate of the Total Term Loan Facility Commitments, the Total Revolving Facilities Commitments and, if and when relevant, the AggregateTotal Incremental Facility Commitments. “Total Incremental Facility Commitments” means, in relation to an Incremental Facility, the aggregate of the Incremental Facility Commitments relating to that 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 nominal consideration or withoutany consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent 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 tothe 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 given to the insurers (provideda 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 is subsequently admitted by theinsurers or a total loss is subsequently adjudged by a competent court of law or arbitration panel to have occurred or, if earlier, the date falling three (3) months after notice ofabandonment of such Vessel was given to the insurers; and (ii) the date of compromise, arrangement or agreement made by or on behalf of the relevant Borrower with suchVessel’s insurers in which the insurers agree to treat such 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 that the event constituting the total loss occurred. “Total Revolving Facilities Commitments” means the aggregate of the Revolving Credit Facility A Commitments, being USD 136,424,247 at the Signing Date, and the Revolving CreditFacility B Commitments, being USD 60,000,000 at the Signing Date.Page 27“Total Term Loan Facility Commitments” means the aggregate of the Term Loan Facility Commitment, being USD 119,800,000 at the Signing Date. “Tranche” means any Term Loan Tranche, Revolving Credit Facilities Tranches 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 any Charterparty, together with the otherdocuments contemplated herein or therein and any other document designated as such by the Agent and the Borrowers. “Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent 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 to the resolution of unsound orfailing 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 income departments of its members beclosed 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 (Form of Utilisation Request) of Schedule 3 (Requests).Page 28“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 by GAAP, adjusted for ExcessValues. “VAT” means value added tax and any other tax of a similar nature in the relevant jurisdiction. “Vessel Loans” means, at any time: (a)relating to any Original Vessel, the aggregate of the Loans outstanding under the Term Loan Facility and/or the Revolving Credit Facilities pertaining to that 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 in accordance with thisAgreement. “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 that Bail-In Legislation in the EUBail-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 or investment firm orother financial institution 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 or anycontract 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 thatany such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under thatUK 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:Page 29(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 financial institution or affiliate of abank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under whichthat 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 orinstrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-InLegislation that are related to or ancillary to any of those powers; 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: (i)the “Agent”, the “Security Agent”, the “Coordinator”, any “Mandated Lead Arranger”, any “Bookrunner”, any “Finance Party”, any “Lender”, any “IncrementalFacility Lender”. the “Hedging Banks”, or any “Party” shall be construed so as to include its successors in title, permitted assigns 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 notional basis) which that Lenderwould incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in lengthto 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 as amended, 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 or future, 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 orsupranational 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;Page 30(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 Finance Document has the same meaningin 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 been waived.(e)In case of conflict between this Agreement and any of the Security Documents, the provisions of this Agreement shall prevail.(f)A Compounding Methodology Supplement relating to SOFR overrides anything relating to that rate in: (i)Schedule 10 (Daily Non-Cumulative Compounded RFR Rate); or (ii)any earlier Compounding Methodology Supplement.Page 31SECTION 2THE FACILITIES 2.THE FACILITIES 2.1The Term Loan Facilities and the Revolving Credit Facilities 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 nine (9) cross-collateralised Term Loan Tranches (one per relevant Original Vessel) each in the maximum amount set out opposite eachrelevant Original Vessel under the heading “Term Loan Facility” in Schedule 1B (Original Borrowers, Original Vessels and Tranches) hereto, in aggregate being USD 119,800,000; (b)the Revolving Credit Facility A consisting of up to nine (9) cross-collateralised Revolving Credit Facility A Tranches (one per relevant Original Vessel) each in the maximum amountset out opposite each relevant Original Vessel under the heading “Revolving Credit Facility A” in Schedule 1B (Original Borrowers, Original Vessels and Tranches) hereto, inaggregate being USD 136,424,247, which may be incurred on a revolving basis at any time within the applicable Availability Period provided that the amount drawn shall neverexceed the Available Revolving Credit Facility A Commitment; and(c)the Revolving Credit Facility B consisting of up to three (3) cross-collateralised Revolving Credit Facility B Tranches (one per relevant Original Vessel) each in the maximumamount set out opposite each relevant Original Vessel under the heading “Revolving Credit Facility B” in Schedule 1B (Original Borrowers, Original Vessels and Tranches)hereto, in aggregate being USD 60,000,000 which may be incurred on a revolving basis at any time within the applicable Availability Period provided that the amount drawn shallnever exceed the (subsequently reducing) Available Revolving Credit Facility B 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 to the Additional Borrowersup to eight (8) cross-collateralised Incremental Facilities (one per Additional Vessel) each in the maximum amount set out in the Incremental Facility Notice relating to thatIncremental Facility and in aggregate for all Incremental Facilities not exceeding USD 250,000,000, which may be incurred on a revolving basis at any time within the applicableAvailability Period provided that the amount drawn shall never exceed the (subsequently reducing) 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 is established according to theterms of this Agreement, and in any case the establishment and participation in an Incremental Facility by an Incremental Facility Lender is fully subject to each such Lender’scredit approval and other applicable internal approvals. 2.3Finance Parties’ rights and obligationsPage 32(a)The 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. (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 the Finance Documents to aFinance Party from the Borrowers and/or the Guarantor shall be a separate and independent debt. (c)A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents. The rights of the Hedging Banks underany Secured Hedging Agreement shall be subordinated to the rights of the other Finance Parties under the other Finance Documents. 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 both the Original Facilitiesand any Incremental Facility established under this Agreement), each Borrower shall remain a principal debtor for all amounts owing under any Finance Document (whether or notit is a party to that document) and no Borrower shall be construed to be a surety for the obligations of any other 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 Finance Document; 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. 2.5FA Act (a)To the extent the joint and several liabilities and obligations of the Borrowers are considered as guarantees, each Borrower’s maximum liability hereunder, in its capacity asguarantor only, is limited to USD 680,000,000. (b)Each Obligor specifically waives all rights under the provisions of the FA Act not being mandatory provisions.Page 333.PURPOSE 3.1Purpose (a)The Borrowers shall apply all amounts borrowed by them under the Term Loan Facility and the Revolving Credit Facilities 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: (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 (Conditions Precedent) Part I(Conditions precedent to signing of the Agreement). The Agent shall notify the Borrowers and the Lenders promptly upon being so satisfied. (b)The Borrowers may not deliver a Utilisation Request for the initial Utilisation of the Original Facilities unless the Agent has received all of the documents and other evidence listedin Schedule 2 (Conditions Precedent) Part II (Conditions precedent to a Utilisation of the Original Facilities), except those documents which specifically will only be availableon the relevant Utilisation Date or 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 in paragraphs (a) and (b) 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 result of giving anysuch 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 an Incremental Facility if: (i)on or before the Establishment Date, the Agent has received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) Part III (ConditionsPrecedent to accession of an Additional Borrower) relating to the Additional Borrower relevant for that Incremental Facility; andPage 34(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 2 (Conditions Precedent)Part IV (Conditions precedent to a Utilisation of an Incremental Facility) relevant for that Incremental Facility, except those documents which specifically will only beavailable on the relevant Utilisation Date or within another specified date, in a form and substance satisfactory to the Agent, all in form and substance satisfactory to the Agent. The Agent shall notify the Borrowers and the Lenders promptly upon being so satisfied. (e)Other than to the extent that the Incremental Facility Majority Lenders under the relevant Incremental Facility notify the Agent in writing to the contrary before the Agent gives anotification described in paragraph (d) 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. 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 proposed Utilisation 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 otherwise pursuant to thisAgreement 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 nine (9) 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 Facilities 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 precedentPage 35The 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 or in part and with or withoutconditions by the Agent (acting on the instructions of the Majority Lenders or Incremental Facility Majority Lenders (as relevant)), save for conditions which are comprised by Clause 38.2(Exceptions), which will be subject to consent from all the Lenders.Page 36SECTION 3UTILISATION 5.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 falling three (3) Business Days prior toany 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 A may not exceed the lesser of (i) the amount ofeach relevant Tranche and (ii) sixty per cent (60%) of the Market Value of the Original Vessels relating to such Tranches as determined by valuations not being older than thirty (30)calendar days calculated from the proposed Utilisation Date. (c)The amount of the initial proposed Loan under each Revolving Credit Facility B Tranche must be in an amount which does not exceed the lower of (i) the Available RevolvingCredit Facility B Commitment relating to that Tranche at the proposed Utilisation Date and (ii) sixty per cent (60%) of the Market Value of the Original Vessel relating to suchTranche as determined by valuations not being older than thirty (30) calendar days calculated from the proposed Utilisation Date.(d)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 Available Incremental Facility Commitmentfor that Incremental Facility at the proposed Utilisation Date and (ii) sixty per cent (60%) of the Market Value of the Additional Vessel being financed by that Incremental Facility asdetermined by valuations not being older than thirty (30) calendar days calculated from the proposed Utilisation Date. (e)Any subsequent proposed Loans under any Revolving Credit Facility and any Incremental Facility must never exceed the Available Commitment for the relevant Tranche prior tothe delivery of a Utilisation Request in respect of such Loan. 5.4Lenders’ participationPage 37(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 Date through its Facility Office.(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 to the Total Commitmentsunder 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 relevant Utilisation Notice from theBorrowers. 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 Revolving Credit Facility A to the extentnecessary to settle all debt for the Existing Facility at latest on the initial Utilisation Date. (b)No Utilisation of the Revolving Credit Facility B nor 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 Facilities 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 provide the Agent and each of theLenders with a fifteen (15) Business Day prior written notice of its intention to establish an Incremental Facility before contacting other Eligible Institutions.Page 38(c)Lenders choosing to participate in the Incremental Facility shall provide the Agent and the Guarantor with a written notice of its decision (subject to credit approval and otherapplicable internal approvals) within the Guarantor’s fifteen (15) Business Day notice period.(d)If Lenders choose to participate in an Incremental Facility, reasonable endeavours shall (taking into consideration the characteristics of the Additional Vessel proposed financedby the Incremental Facility, the market conditions and other relevant circumstances at the prevailing time) be used to provide such Incremental Facility on similar commercial termsas 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 delivering to the Agent a duly completedIncremental Facility Notice not later than fifteen (15) Business Days prior to the proposed Establishment Date specified in that Incremental 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 and allocated in accordance withClause 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 Incremental Facility more than eight (8)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 250,000,000. (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.Page 39(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; (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 under the terms of thisAgreement 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 2022; (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 the effectiveness of the Security,guarantees, indemnities and other assurance against loss provided to the Finance Parties pursuant to the Finance Documents; and (C)any applicable Incremental Facility Supplemental Security. (b)The Agent shall notify the Obligors and the Lenders promptly upon being satisfied under sub-paragraph (a)(v) above.Page 40(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 in paragraph (b) above, the Lendersauthorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any suchnotification. 6.7Establishment of Incremental Facility (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) below when the Agent executesan otherwise duly completed Incremental Facility Notice. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completedIncremental Facility Notice appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute thatIncremental 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 your customer” or othersimilar 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 Total Incremental FacilityCommitments specified in the Incremental Facility Notice which will be available to the Additional Borrower specified in the Incremental Facility Notice; (ii)each Incremental Facility Lender shall assume all the obligations of a Lender corresponding to the Incremental Facility Commitment (the “Assumed Incremental FacilityCommitment”) specified opposite its name in the Incremental Facility Notice as if it had been an Original Lender in respect of that 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 another as the Obligors and thatIncremental Facility Lender would have assumed and/or acquired had that Incremental Facility Lender been an Original Lender in respect of the Assumed IncrementalFacility Commitment; (iv)each Incremental Facility Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as thatIncremental Facility Lender and those Finance Parties would have assumed and/or acquired had the Incremental Facility Lender been an Original Lender in respect of theAssumed 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 Lenders and benefit with thesame 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 shall apply to any IncrementalFacility, unless specified to the contrary in this Agreement; andPage 41(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 that establishment and the Establishment Dateof that Incremental Facility. 6.9Incremental Facility fees The 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 Finance Party in connection with theestablishment 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 execute on its behalf any amendment orwaiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the establishment of the IncrementalFacility requested in that Incremental Facility Notice became effective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been hadit 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 if references 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 42SECTION 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 Scheduled Repayment Date, each in anamount as set out in Schedule 1C (Repayment Schedule – Term Loan Facility) hereto. (b)Always subject to Clause 7.2 (Reduction), each Loan under the Revolving Credit Facilities and any Incremental Facility will on the last day of its Interest Period (which date is toalign with the Scheduled Repayment Dates, meaning that all Loans have coinciding Repayment Dates and dates for interest payment (unless otherwise agreed for the InterestPeriods according to the terms of this Agreement)), shall automatically be renewed with a new Interest Period of three (3) Months without the need for any Utilisation Request,unless the Borrowers instruct otherwise in writing to the Agent. Any such renewed Loan will only be made available as long as all other requirements under this Agreement for theavailability of that Loan (as relevant) in the same amount as the renewed Loan are fulfilled on the Utilisation Date, including but not limited to the terms of Clause 4 (Conditions ofutilisation) 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 for payment of such existing Loanfalls on the same date as the Utilisation Date of a new Loan, the Agent shall set off the amounts against each other, and only the net amount (if any) shall be payable by theBorrowers.(d)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 Tranche under the Revolving Credit Facility B shall be reduced and cancelled by an amount of USD 625,000 on each Scheduled RepaymentDate up until such time the Available Commitment for each Tranche, in aggregate with the amount of any Loans outstanding for such Tranche, is USD 15,000,000.(b)The Available Commitment for each Incremental Facility shall be reduced and cancelled by an amount of USD 625,000 on each Scheduled Repayment Date occurring after itsEstablishment Date.(c)Any Available Commitment for any Tranche under a Revolving Credit Facility or Incremental Facility relating to a Vessel shall automatically be cancelled in its entirety on the datethat Vessel reaches twenty (20) years of age.(d)The reductions described in this Clause 7.2 shall be effective regardless of any Loan having been made or not.Page 43(e)(i) If, as a result of a scheduled reduction under paragraph (a) above becoming effective, the outstanding Loans under a Tranche exceeds the Available Commitment for thatTranche, any such excess amount shall be repaid by the Borrowers on the Scheduled Repayment Date coinciding with the date of the relevant scheduled reduction and (ii) if, as aresult of a total cancellation and reduction under paragraph (b) above becoming effective, all Loans relating to such Vessel shall be repaid in its entirety on the next ScheduledRepayment 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 Facilities and Incremental Facilities in accordance with the terms of this Agreement as long as the outstandingLoans 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 anypart of any Facility or Tranche. Any cancellation under this Clause 8.1 (Voluntary cancellation) shall be in the minimum amount of USD 1,000,000 and reduce the relevantCommitments of the Lenders proportionately and may not be reinstated. (b)Any amount outstanding after a cancellation under a Revolving Credit Facility and/or an Incremental Facility that exceeds the respective relevant Available Revolving CreditFacility Commitment (as reduced) and/or the Available Incremental Facility Commitment (as reduced), as the case may be, must immediately be repaid in connection with thecancellation. 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 written notice, prepay the wholeor any part of a Loan (but, if in part, being an amount that reduces the amount of the Loans by a minimum amount of USD 1,000,000 or multiples thereof). The Borrowers shall in itsnotice 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 as determined by theBorrowers 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 the Borrowers have given ten(10) Business Days’ prior notice to the Agent.Page 448.3Illegality 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 maintain its participation in a Loan or aSanctions 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 and the other Finance Partiesof 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 has notified the Borrowersor, if earlier, the date specified by the relevant Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable 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 be respectively prepaid andcancelled 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 the Agent of the proceeds ofInsurance relating to such Total Loss (or in the event of a requisition for title of a Vessel, immediately after the occurrence 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 Loans the Borrowers shall, unlessotherwise agreed with the Agent (on behalf of the Lenders) within fifteen (15) Business Days calculated from the occurrence of 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 in USD in an aggregate amountsufficient to restore the aforesaid ratio shall be deemed acceptable and be valued at par).Page 45(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 beapplied on a pro rata basis between the Vessels and further distributed in the following internal order between each Vessel’s Vessel Loans: (i)for the Vessel Loans of any Original Vessel with outstanding Loans under both the Term Loan Facility and the Revolving Credit Facility A, (A) firstly, towards anyoutstanding Loans under the Revolving Credit Facility A on a pro rata, and thereafter (B) secondly, against the remaining instalments and balloon of the Loan relating tosuch Vessel under the Term Loan Facility in inverse order of maturity, and thereafter, (C) thirdly, towards cancellation of any Available Vessel Commitments pertaining tosuch Vessel; (ii)for the Vessel Loans of any Original Vessel with outstanding Loans under the Revolving Credit Facility B, (A) firstly, towards any outstanding Loans under the RevolvingCredit Facility B on a pro rata basis against the remaining instalments and balloon in inverse order of maturity, and thereafter, (B) secondly, towards cancellation of anyAvailable Vessel Commitments pertaining to such Vessel; and (iii)for the Vessel Loans of any Additional Vessel, (A) firstly, towards any outstanding Loans under the Incremental Facility on a pro rata basis against the remaininginstalments and balloon in inverse order of maturity, and thereafter, (B) secondly, towards cancellation of any Available Vessel Commitments 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 prepay all of the OutstandingIndebtedness 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 of cancellation of the Commitmentof that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordancewith paragraph (d) below.Page 46(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.(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 date specified by theBorrowers 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 pursuant to the FinanceDocuments. 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 a contrary indication appears inthis Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b)Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.(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 manner expressly provided for in thisAgreement.(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 Borrowers or the affected Lender, asappropriate. (g)Unless otherwise specified herein, mandatory prepayments or cancellations of the Facilities shall be applied firstly on a pro rata basis between the respective Facilities and then,secondly, in an inverse order against the remaining instalments including the balloon.Page 47SECTION 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 to SOFR by delivering a dulyexecuted Optional Rate Switch Notice at latest five (5) Business Days before the end of the nearest ending current Interest Period for any of the Loans (an “Optional RateSwitch”).(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), theOptional Rate Switch shall take effect from the first day in the next Interest Period for the Loans meaning that the use of Term SOFR will be replaced by SOFR as Reference Ratefrom 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 after the Optional RateSwitch. 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 (a)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; (ii)CAS; and (iii)Reference Rate. (b)If any day during an Interest Period for a Loan for which SOFR is the applicable Reference Rate is not US Government Securities Business Day, the rate of interest on that Loan forthat day will be the rate applicable to the immediately preceding US Government Securities Business Day. 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 Reference Rate only, if the Interest Period islonger than three (3) Months, on the dates falling at three-monthly intervals after the first day of the Interest Period. Any outstanding interest accrued before an Optional Rate Switch shallin any event be paid by the Borrowers at latest on the Business Day before the Optional Rate Switch Date.Page 4810.3Default interest (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 overdue amount from the due date upto the date of the actual payment (both before and after judgment), at a rate which, subject to paragraph (b) below, is two hundred basis points higher than the rate which wouldhave been payable if the overdue amount had, during the period of non-payment, constituted a part of the Loan in the currency of the overdue amount for successive InterestPeriods, 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 immediatelypayable by the Borrowers and/or the Guarantor on demand 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 not the last day of an InterestPeriod 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 that Loan; 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 have applied if the overdueamount 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 to that overdue amount butwill remain immediately due and payable.Page 4910.4Notification 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 may agree in the relevantUtilisation Request.(b)The Interest Period for any Loans under the Revolving Credit Facilities and any Incremental Facility shall be three (3) Months, however so that the first Interest Period for anysuch 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 on the following terms:(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 the date 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 of three (3) Months or any other periods as all Lenders 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 its preceding 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 that calendar month (if there is one) or thepreceding Business Day (if there is not). 12.CHANGES TO THE CALCULATION OF INTEREST 12.1Absence of quotationsPage 50(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 applicable Reference Rate shall be theInterpolated 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 Loan and in case of Term SOFR itis not possible to calculate the Interpolated Term SOFR, the applicable Reference Rate shall be the percentage rate per annum which is the aggregate of (i) the arithmetic mean ofthe Central Bank Rate for the relevant days in the Interest Period of the Loan(s), provided that the Central Bank Rate applicable to the day falling five (5) days prior to the last dayof the relevant Interest Period shall be deemed to be the Central Bank Rate 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, Clause 12.4 (Cost of funds) shall apply tothe Loan(s) for the relevant Interest Period. 12.3Market disruption If before close of business in Oslo on the Quotation Day for the relevant Interest Period the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceedfifty (50) per cent. of that Loan) that its cost of funds relating to its participation in that Loan would be in excess of that Market Disruption Rate then Clause 12.4 (Cost of funds) shall applyto that Loan for the relevant Interest Period. 12.4Cost of funds (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 per annum which is the sumof:(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 Days before the date on whichinterest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in thatLoan. (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 more than thirty (30) days) witha 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.Page 51(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, Clause38.3 (Changes to Reference Rates) shall in any event apply if and when relevant according to its terms.(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 of interest has beenimplemented. (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, to be the Market Disruption Ratefor 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. 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 part of a Loan or Unpaid Sumbeing paid by the Borrowers on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.(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 Break Costs for any InterestPeriod 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 relevant Margin per annum andcalculated 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 Period and (iii) if cancelled in full,on the cancelled amount at the time the cancellation is effective. 13.2Other feesTo be paid as per a separate Fee Letter.Page 52SECTION 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 a sum received or receivable (orany 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 Clause 14.3 (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 public payment imposed by the lawsof any jurisdiction from which or through which such payment is made, unless a Tax Deduction or withholding is required by 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 a Tax Deduction) notify theAgent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from aLender 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 TaxDeduction) 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 Tax Deduction within the timeallowed 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 Tax Deduction shall deliver to theAgent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) anyappropriate payment paid to the relevant taxing authority. 14.3Tax indemnityPage 53(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 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.(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 that Finance Party is treated asresident 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 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(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 has given, 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 it would have been in had theTax 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 Party incurs in relation to all stampduty, registration and other similar Taxes payable in respect of any Finance Document. 14.6VATPage 54(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 the consideration for a supply orsupplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, that Party shall pay to the Finance Party (in addition to andat the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriateVAT 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) suchFinance 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 determines that it isentitled 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 “passthru payment percentage” orother information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requestsfor 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 the purposes of that otherParty’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 is not, or has ceased to be aFATCA 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, which would 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 55(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 with paragraph (a) above(including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments made 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. 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, and no Party shall be requiredto 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. (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 FATCA Deduction) notify theParty to whom it is making the payment and, in addition, shall notify the Borrowers and the Agent shall notify the other Finance Parties. 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 in connection with a Secured HedgingAgreement as to which sums the provisions of Section 2(d) (Deduction or Withholding for Tax) of the relevant ISDA master 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 Party the amount of anyIncreased 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 Signing Date; 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 for more resilient banks andbanking systems”, “Basel III: 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 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 the additional loss absorbencyrequirement rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated (together with (A)collectively referred to as “Basel III”);Page 56(C)Directive 2013/36/EU of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms,amending Directive 2002/87/EC and repealing Directive 2006/48/EC and 2006/49/EC (“CRD IV”); (D)Regulation (EU) no. 575/2013 of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012(“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 into its Commitment or funding orperforming 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, following which the Agent shallpromptly 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 so compensated solely because anyof 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 5716.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 be converted from thecurrency (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 due against any cost, loss orliability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into theSecond Currency and (B) the rate or rates of exchange available to that person at the time of its receipt 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 than that in which it isexpressed 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 Party in any jurisdiction (includingbut not limited to any cost, loss or liability incurred by any of the Finance Parties arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, anyEnvironmental 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 asa 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 the operation of any one ormore 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 any Obligor, the TechnicalManager, 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 (including reasonable counsel fees anddisbursements) incurred by the Agent or any other Finance Party as a result of conduct of any Obligor or any of their partners, directors, officers, employees, agents or advisors,in relation to any Sanctions Laws; orPage 58(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 The Obligors shall promptly indemnify the Agent against any cost, loss or liability incurred by the 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 result in any amount becomingpayable 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 notlimited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility 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 steps taken 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 might be 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, travel expenses and out of pocketexpenses) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of:(a)this Agreement and any other documents referred to in this Agreement; and(b)any other Finance Documents executed after the Signing Date. 18.2Amendment and enforcement costsPage 59The Borrowers shall, within three (3) Business Days of demand, reimburse the Agent and any Finance Party for the amount of all duly documented costs and expenses (including but notlimited 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 the Finance Documents. For the avoidance of doubt, costs payable by the Borrowers under Clause 18.1 (Transaction expenses) and this Clause 18.2 (Amendment and enforcement costs) as relevant, (i) covers costsdue 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 Clause18 (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 SecurityAgent’s (as the case may be) management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent or Security Agent (as the casemay be) may notify to the Borrowers and the Lenders, and is in addition to any fee paid or payable to the Agent and/or Security Agent (as the case may be) under Clause 13 (Fees).Page 60SECTION 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 oras guarantor, including (without limitation) the Borrowers’ obligation to repay the Loans together with all unpaid interest, default interest, commissions, charges, expenses and anyother derived liability whatsoever of the Borrowers towards the Finance Parties in connection with this Agreement or any Secured Hedging Agreement, shall at any time until allamounts due to the Finance Parties under any Finance Document have been 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 of resignation 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 or pursuant to the FinanceDocuments. (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 the Finance Parties) and/or theLenders (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 furtherdocumentation 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, promptly thereafter assign suchCharterparty (if legally possible and required by any Lender) or (if not legally possible to assign such charter or contract) any Earnings accruing thereunder in favour of theSecurity Agent (on behalf of the Finance Parties).Page 61(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 way of an Intra Group LoansAssignment Agreement such claims the relevant Obligor may have thereunder in favour of the Security Agent (on behalf of the Finance Parties). 19.4Security – Secured Hedging Agreement (a)The Borrowers’ obligations and liabilities under any Secured Hedging Agreement, whether present and future, actual or contingent, whether as primary obligor or as guarantor,together with all unpaid interest, default interest, commissions, charges, expenses and any other derived liability whatsoever of the Borrowers towards a Hedging Bank inconnection with any Secured Hedging Agreement, shall at any time until all amounts due to a Hedging Bank under any Secured Hedging Agreement have been paid and/or repaidin full, be secured by the Security Documents and the guarantee liabilities of the Guarantor pursuant to Clause 20 (Guarantee and indemnity), however on subordinated basis tothe rights of 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 Security Agent and provide a copy ofthe relevant master agreement to the Security Agent. The relevant Obligor shall also take such steps as the Security Agent may require to perfect the assignment over theBorrowers’ rights under the relevant Secured Hedging Agreement as per the relevant Assignment Agreement. Further, each Hedging Bank shall keep the Security Agent updatedon any transactions 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, it shall immediately ondemand 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, indemnifythat Finance Party immediately on demand against any cost, loss or liability it incurs as a result of the Borrowers not paying any amount which would, but for suchunenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the relevantGuarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 20 (Guarantee and indemnity) if the amount claimed had been recoverableon the basis of a guarantee;Page 62provided, however, that the maximum guarantee liability of the Guarantor hereunder shall always be limited to USD 680,000,000 plus (i) any interest, default interest, Break Cost or othercosts, fees and expenses related to the Borrowers’ obligations under the Finance Documents and (ii) any default interest or other costs, fees and expenses related to the liability of theGuarantor 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 of any intermediate payment ordischarge 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 a Finance Party in whole or inpart 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 theliability of the Guarantor under this Clause 20 (Guarantee and indemnity) will continue or be reinstated 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 this Clause, would reduce, releaseor prejudice any of its obligations under this Clause 20 (Guarantee and indemnity) (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, 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 over assets of, a Borrower orother person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any 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 Finance Document or any otherdocument or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under anyFinance 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; orPage 63(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 other rights or security or claimpayment from any person before claiming from the Guarantor under this Clause 20 (Guarantee and indemnity). This waiver applies irrespective of any law or any provision of a FinanceDocument 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 anytrustee 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 of those amounts, orapply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor 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 full and unless the Agent otherwisedirects, the Guarantor will not exercise any rights which it may have by reason of performance by them of their obligations under the Finance Documents or by reason of any amount beingpayable, 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 Documents or of any otherguarantee 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 the Guarantor 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 64If 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 all amounts whichmay be or become payable to the Finance Parties by the Borrowers under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptlypay or transfer the same to the Agent or as the Agent may direct for application 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 held by 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 this guarantee constituting unlawfulfinancial assistance within the meaning of applicable provisions under the laws of the relevant jurisdiction of the Guarantor.Page 65SECTION 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 the Signing Date. 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) the Obligors confirm that theinformation set out in Schedule 9 (FA Act section 3-12) is true and accurate as of the date of the Amendment No. 1. 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 its obligations which arespecifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation), legal, valid, binding and enforceable 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 or other formalities arenecessary or desired to render the Finance Documents enforceable against the Obligors, and in respect of the Vessels, for the Mortgages to constitute valid and enforceable firstpriority 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 do not 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 or regulation implemented tocombat 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 66(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 Documentsand the Transaction Documents to which it is a party and the transactions contemplated by those Finance Documents and Transaction Documents.(b)All necessary corporate, shareholder and other action have been taken by each Obligor to approve and authorize the execution of the Finance Documents and the TransactionDocuments, 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 Documents to 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 in whole 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 enforced in its jurisdiction ofincorporation.(b)Any judgment obtained in Norway and/or any other applicable jurisdiction in relation to a Finance Document will be recognised and enforced in the relevant Obligor’s jurisdictionof 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 currentlypending 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 67Under the law of the relevant Obligor’s jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in thatjurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents (other than theMortgage and as otherwise stated in any legal opinion obtained by the Agent in connection with this 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 or any of its Subsidiaries orto 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 all material respects as at thedate 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 reasonable assumptions.(c)Nothing has occurred or been omitted and no information has been given or withheld that results in the information provided by any Obligor being incomplete, untrue ormisleading 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 relevant financial 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 ofits 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 and unsubordinated creditors, except forobligations 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 Material Adverse Effect have (to thebest of its knowledge and belief) been started or threatened against any Obligor or any of its Subsidiaries.Page 6821.15Title 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 Secured Assets. 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 Secured Assets 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 Security over any of the Secured Assets, save for (i) the Securitycreated under the Security Documents, (ii) for liens (including but not limited to maritime liens defined as such pursuant to applicable law) arising solely by operation of law and/or in theordinary course of business or (iii) otherwise as agreed with the Agent (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 of the Finance Documents and theTransaction Documents constitutes, and the exercise of its rights and performance of and compliance with its obligations under Finance Documents and the Transaction Documents willconstitute, private and commercial acts done and performed for private and commercial purposes. 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 the Security is not subject to any priorranking. 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 with respect to Taxes which isreasonably 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 in writing. 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 any Charterers (if applicable) haveperformed and observed all Environmental Laws, Environmental Permits and all other covenants, conditions, restrictions or agreements directly or indirectly concerned with anycontamination, pollution or waste or the release or discharge of any toxic or hazardous substance in connection with the Vessels. 21.21Environmental ClaimsPage 69No Environmental Claim has been commenced or (to the best of its knowledge and belief, having made due and careful enquiry) is threatened against it where that claim has or is reasonablylikely to have a material adverse effect on its ability to perform its obligations under the Finance Documents and the Transaction 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 its knowledge and belief (having made dueand 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 security created pursuant to any ofthe 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 Approved Ship 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 of all overduerecommendations/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 is bound (nor would it be with thegiving 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), each of their Affiliates, theirjoint ventures, and their respective directors, officers, employees, agents or representatives has been and is in compliance with Sanctions 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 careful inquiry), any of its Affiliatesand 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 through which it is likely tobecome a Restricted Party; orPage 70(ii)subject to or involved in any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws by any Sanctions Authority or has receivednotice 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 in any activity or conduct whichwould violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction and each Obligor has instituted and maintainspolicies 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 in accordance with thisAgreement).(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 do not and could not restrictor inhibit any transfer of those Shares on creation or enforcement of any of the Secured Assets. There are no agreements in force which provide for the issue or allotment of, orgrant any person the right to call for the issue or allotment of, any share or loan capital of any Borrower (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 be made by each Obligorby reference to the facts and circumstances then existing on the date of a Utilisation Request and the first day of each Interest Period and on the date of delivery of eachCompliance Certificate (or, if no such Compliance Certificate is forwarded, on each day such certificate should have 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 or threatened) and 21.19 (Taxation) arenot repeating and shall only be made by each Obligor by reference to the facts and circumstances then existing on the date of a Utilisation Request. 22.INFORMATION UNDERTAKINGSPage 71The undertakings in this Clause 22 (Information undertakings) remain in force (i) as relates to the Original Borrowers and the Guarantor, from the Signing Date and (ii) as relates to anyAdditional Borrower, from the date it has acceded as Borrower under this Agreement, and in each case apply for so long as any amount is outstanding under the Finance Documents or anyCommitment 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 financial statements of theGuarantor 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 an annual 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 relation to 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 (Financial statements), a Compliance Certificatesigned by the chief financial officer of the Guarantor setting out (in reasonable detail) computations as to compliance with Clause 23 (Financial covenants) as at the date as at which thosefinancial 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 andfinancial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financialstatements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of therelevant 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 which that Obligor’s OriginalFinancial Statements were prepared; andPage 72(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) hasbeen complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s 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. 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 the same time as they aredispatched; (b)promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Obligor, andwhich 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 any Sanctions Authority againstit, 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 asinformation 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 Finance Documents); 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 orrepresentatives 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 Event promptly upon becomingaware 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 behalf certifying that no Defaultis continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it) and that no Sanctions Event has occurred. 22.6Notification of Environmental ClaimsPage 73The 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, theTechnical 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 the Borrowers (or any of theirAffiliates), 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 with the Valuation Certificatewithin ten (10) days after the end of each financial quarter and such valuations shall be issued no more than thirty (30) days prior to 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 Borrowersto arrange, additional determinations of the Market Value of the Vessels at such frequency as the Agent (on behalf of Finance Parties) 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 Signing Date; (iii)any change in the status of the Borrowers or the Guarantor after the Signing Date; 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 to such assignment or transfer,Page 74obliges the Agent or any Lender (or, in the case of sub-paragraph (iv) above, any prospective new Lender) to comply with “know your customer” or similar identificationprocedures in circumstances where the necessary information is not already available to it, the Borrowers and/or the Guarantor shall promptly upon the request of the Agent orany Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or anyLender (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 ofthe event described in sub-paragraph (iv) above, 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 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 reasonably requested by the Agent (foritself) in order 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.(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 the Lenders) of its intention torequest 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 to comply with “know yourcustomer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Guarantor shall promptly upon the request of theAgent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) orany Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it hascomplied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to thisAgreement 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 know basis) any documentationand other information relating to “know your customer” or similar identification procedures requested or delivered by any Party under the terms of this Agreement or any otherFinance Document. 22.9Disclosure of informationPage 75The Borrowers and the Guarantor irrevocably authorise the Finance Parties to give, divulge and reveal from time to time information and details relating to its account, the Vessels, theFinance Documents, and the Loans and any other agreement entered into by the Obligors or information provided by the Obligors in connection with the Loans to (i) any private, public orinternationally 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 they propose to enter (or contemplate entering) into contractual relations in relation to the Loans, (vi) anyinsurance company relevant to the Finance Parties, the Obligors, the Vessels and/or the Loans, and (vii) any other person(s) regarding the funding, refinancing, transfer, assignment, sale,sub-participation or operational arrangement 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 any third partyoutside of the scope of the disclosure described above and further agree not to disclose any more information for such purposes than is reasonably necessary. 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 than twenty-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, lenders and/or financiers than the financialcovenants set out in this Clause 23 (Financial covenants), then the Guarantor and/or the respective Borrowers shall promptly notify the Agent and, the additional financial covenants shallautomatically be deemed applicable for this Agreement (unless waived in writing by the Agent acting on behalf of the Majority Lenders) and the Parties shall promptly enter into suchdocumentation as may be necessary to include such additional or similar stricter financial covenants into this Agreement.24.GENERAL UNDERTAKINGSPage 76The undertakings in this Clause 24 (General undertakings) remain in force (i) as relates to the Original Borrowers and the Guarantor, from the Signing Date and (ii) as relates to anyAdditional Borrower, from the date it has acceded as Borrower under this Agreement, and in each case apply for so long as any amount is outstanding under the Finance Documents or anyCommitment 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 or regulation of its jurisdiction ofincorporation 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 ofincorporation 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 of each Obligor’s knowledgethe 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 to any law or regulation including butnot 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 all Sanctions Laws and thelaws 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 their Subsidiaries with applicableSanctions 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 is reasonably likely toresult, in it or any Finance Party becoming a Restricted Party or a breach of Sanctions Laws by any Finance Party.Page 77(e)Each Obligor and parties acting on its behalf shall observe and abide with any law, official requirement or other regulatory measure or procedure implemented to combat (i) moneylaundering (as defined in Article 1 of the Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 (as amended, supplemented and/or replaced fromtime 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 combination of 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 the acquisition 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 debit and credit balances,hereunder any rights of pledge and set-off in relation to a cash pool arrangement approved in advance by the Agent (on behalf 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 ordinary course of trading andsecuring 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 that Hedging Bank and a Borrowerunder a Secured Hedging Agreement, and any cash collateral so placed by an Obligor with a Hedging Bank shall be released, discharged and (if required) deregisteredimmediately after evidence of registration of the Mortgages on both of the Vessels; (v)arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a Borrower in theordinary course of trading on arm’s length terms and on the supplier’s standard and usual terms;Page 78(vi)if any Obligors hold bank accounts in the Netherlands, any Security arising under general banking conditions of a financial institution in the Netherlands with whom anObligor 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, lease out (except for the BareboatCharters), 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 accordancewith 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 the Borrowers shall be entitled toobtain Intra Group Loans from the Guarantor as long as such loans are unsecured and fully subordinated to the Borrowers’ obligations under the Finance Documents andpledged/assigned to the Agent (on behalf of the Finance Parties) under an Intra Group Loans Assignment Agreement, provided that payment of interest and principal thereunderis allowed so long as (i) such payment of interest and/or principal is made from funds being available for distribution of dividends from the respective Borrower, and (ii) there is noDefault hereunder and no Default will occur as a result of 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 corporate entity, except that the Guarantorshall be entitled to merge with its Subsidiaries provided the Guarantor is the surviving entity and the merger is entered into on 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 (unless and until the Shares aretransferred and the Loans are prepaid in accordance with this Agreement);Page 79(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 to prepayment in accordance withClause 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 Signing Date, and the Borrowers shall not engage in any other business otherthan ownership and operation of the Vessels. No substantial change shall be made to the general nature of the business of the Guarantor from that carried on at the Signing Date. 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 Security and other interests andrights of every kind, except for those created by the Finance Documents and as permitted in paragraph(c) of Clause 24.3 (Negative pledge). 24.9Insurances – general Notwithstanding Clause 25.2 (Insurance – Vessels), each of the Borrowers and the Guarantor shall maintain appropriate insurance cover with respect to its properties, assets and operationsof such types, in such amounts and against such risks as are maintained by prudent companies carrying on the same or substantially similar business. All insurances must be withfinancially 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 without delays 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 EarningsAccounts shall be blocked with no rights for the Borrowers to make withdrawals or otherwise dispose over the Earnings Accounts 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 a reasonable opportunity, in writing, toprovide competitive rates to the Borrowers. 24.12Distribution restrictions and subordination of inter-company debtPage 80(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 convertible notes if a Default hasoccurred and is continuing or will occur as a result of such payment, distribution or buy-back, or after giving effect to such distribution, the Borrowers or the Guarantor is not incompliance with the financial covenants or other representations or covenants of this Agreement. (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 and fully subordinated to theobligations of the Borrowers under the Finance Documents, provided that payment of such claims 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 under any of the Finance Documents and no Default will occur as aresult 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 Affiliates of the Borrowers or theGuarantor) shall always be unsecured and fully subordinated to the obligations of the Borrowers under the Finance Documents any of the Finance Documents, provided thatpayment of such claims is allowed so long as there is no Default any of the Finance Documents and no Default 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 Transaction Documents except the FinanceDocuments are amended or terminated, or any waivers of any material terms thereof are agreed, without the prior written consent of the Agent (on behalf of the Finance Parties). TheFinance 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 the extent that such payment isbeing 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 81(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 be applied in a manner or fora 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 payment under the Finance Documentsout 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.24.18ListingThe 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 Signing Date for so long as any amount is outstanding under the Finance Documents or any Commitmentis in force. Any undertakings in respect of the Vessels set out below shall only apply from the later of (i) the Signing Date, (ii) the Establishment Date for the Incremental Facility financing the relevant Vessel and (iii) the Delivery Date of the relevant Vessel, and only to the Vessels delivered toand owned by the relevant Borrower. 25.2Insurance – VesselsPage 82(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 forpollution liability as normally adopted by the industry for similar units for an amount not less than USD 1,000,000,000, and freight, demurrage and defence cover), hull interest,freight interest (dependent upon the level of the Hull and Machinery policy), loss of hire and war risk insurances (including blocking and trapping, confiscation, terrorism,hijacking and piracy), in such amounts, on such terms and placed through first class insurance brokers with such first class insurers as the Agent shall approve (not to beunreasonably withheld), and always subject to the Nordic Marine Insurance 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 Vesselshall at all times cover at least eighty per cent (80%) of the insurable value (Hull and Machinery and Hull Interest) of such Vessel and (ii) aggregate hull and machinery insurance ofall the Vessels shall cover at least one hundred per cent (100%) of the Loans plus any Available Vessel Commitments (while the remaining cover may be taken out by way of Hulland Freight Interest insurances). The deductible 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 theconfirmation from the underwriters, or confirmations from insurance brokers confirming this on behalf of underwriters, to the Security Agent thereof that the notice of assignmentwith regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking/cover notes/policies/certificates of entryare executed by the insurers and/or the insurance broker(s). The loss payable clause 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 placed and on what main termsthey will be effected, and within reasonable time prior to the expiry date of the relevant Insurances, the Borrowers shall procure the delivery to the Agent of a certificate from theinsurance broker(s) through whom the Insurances referred to in paragraph (a) above have been renewed and taken out in respect of the Vessels with insurance values as requiredby paragraph (b) above, that such Insurances are in full force and effect and that the Security Agent (on behalf of the Finance Parties) have been noted as first priority mortgageeby the relevant insurers. (e)The Borrowers shall allow for the Agent to take out for the Borrowers’ accounts a Mortgagee’s Interest Insurance and a Mortgagee’s Interest - Additional Perils PollutionInsurance covering one hundred and twenty per cent (120%) of the Loans plus any Available Vessel Commitments.Page 83(f)The Agent may also for the account of the Borrowers take out such other Insurances as the Finance Parties may reasonably require considering the trading 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 (where the Borrowers shallprocure to obtain standard market undertakings in favour of the Security Agent with respect to protection & indemnity from the insurers or the insurance broker), that the insurersor the insurer broker shall undertake to the Security Agent that they shall neither set-off against any claims in respect of the Vessels any premiums due in respect of other unitsunder such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other units under such fleet cover or ofpremiums for such other insurances, and shall undertake 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 warranties expressed or impliedtherein) 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 and contents acceptable to theAgent. 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 Finance Parties approve the dual registration of the Vessel “DHT Amazon” in the Bareboat Registry.(c)The Borrowers may: (i)move a Vessel to another Approved Ship Registry; (ii)subject to the relevant Vessel being registered with another Approved Ship Registry, arrange for dual registration of the Vessel in the Bareboat Registry if this is requiredunder the terms of the contract of employment for that Vessel; or (iii)subject to the Agent’s (on behalf of the Majority Lenders) written consent (such consent not to be unreasonably withheld) move any Vessel to any other ship registry, in each case by notifying the Agent in writing ten (10) Business Days in advance of such move of the Vessels and procuring execution and registration of a Mortgage over suchVessel and issuance of related legal opinions, all on terms reasonably satisfactory to the Agent (acting on the instruction of the Majority Lenders).Page 84(d)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 of each relevant Vessel inthe Bareboat Registry is immediately terminated and deleted, and the original registration in the Approved Ship Registry re-activated and/or (ii) each Bareboat Charter isterminated, 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 condition consistent with first class ownershipand 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 overdue recommendations/conditions ofclass; 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 vessels trading to any jurisdiction towhich 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 so requested by the Agent, and atany time required by a Lender (at such Lender’s cost), provided always that such arrangement shall not interfere with the operation of the Vessels and subject to satisfactoryindemnities 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 in respect of the Vessels, bysending a written instruction in such form and substance as the Agent may require. The Agent shall also be granted electronic access 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 to ensure full compliance withregulations of the flag state of the Vessels and to supply or to cause to be supplied to the Agent copies of all survey reports and confirmations of class issued in respect thereof wheneversuch is required by the Agent, however such requests are limited to once a year. 25.7Notification of certain eventsPage 85The 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 with immediately;(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 itsrespective directors, officers, employees, agents or representatives, as well as information on what steps are being taken to answer 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 connection with 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 the Commercial Manager pursuant tothe Commercial Management Agreement and shall not, without the prior written consent of the Agent (which shall not be unreasonably withheld), change or allow the change ofthe 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 commercial management of the Vessels torespectively another Technical Manager or Commercial Manager by notifying the Agent in writing ten (10) Business Days in 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 in such form as the Agent (onbehalf 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 material respects with the ISM Codeand the ISPS Code, all Environmental Laws, the laws of the Approved Ship Registry, the United States Oil Pollution Act of 1990 and all other laws or regulations relating to theVessel, their ownership, operation and management or to the business of the Borrowers and the Technical Manager and shall not employ the Vessels nor allow their employment: (i)in any manner contrary to law or regulation in any relevant jurisdiction including but not limited to the ISM Code;Page 86(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 or by the war risk insurersof the Vessels unless the Borrowers have (at their own expense) effected any special, additional or modified insurance cover which shall be necessary or customary for firstclass unit owners within the territorial waters of such country at such time and has provided evidence 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 procure compliance, with, asapplicable, all requirements of the International Convention for the Safety of Life at Sea (SOLAS) of 1974 as adopted, amended or replaced from time to time including, but notlimited to, the ISM Code or the ISPS Code. The Vessels shall not under any circumstances carry any nuclear waste/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 of the DOC of the TechnicalManager; 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 of the IMO InternationalSafety 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 with all Environmental Lawsapplicable to any of them or the Vessels, including without limitation, requirements relating to manning and establishment of financial responsibility and to obtain and comply withall 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 87(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 any such vessel is sold to anintermediary with the intention of being scrapped, dismantled or recycled, is recycled at a recycling yard which conducts it recycling business in a socially and environmentallyresponsible manner in accordance with the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships (2009) and/or the EU Ship RecyclingRegulation (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 31st of 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 its obligations under the Poseidon Principles in respect of thepreceding year, including, without limitation, all ship fuel oil consumption data required to be collected and reported in accordance with Regulation 22A of Annex VI and any Statement ofCompliance, together with Carbon Intensity and Climate Alignment Certificates, in each case relating to all Vessels for the preceding calendar year and hereby consents to each FinanceParty obtaining such information directly from third parties, provided always that no Finance Party shall publicly disclose such information with the identity of the Vessels without the priorwritten consent of the Borrowers. Without prejudice to the foregoing, the Borrowers acknowledge that, in accordance with the Poseidon Principles, such information will on an anonymousand unidentifiable basis form part of the information published regarding the relevant Finance Party’s portfolio climate 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 purported exercise of any lien or claim, theBorrowers shall procure its release by providing bail or providing the provision of security or otherwise as the circumstances may 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 88(i)without the prior written consent (such consent not to be unreasonably withheld) of the Agent (acting on the instructions of all Lenders), let a Vessel on bareboat charterfor any period except for: (A)the chartering of the Vessel “DHT Amazon” under the relevant Bareboat Charters; and (ii)the chartering of any other Vessel under Bareboat Charters in connection with the Vessel’s dual registration in the Bareboat Registry according to Clause 25.3 (Flag,ownership, name and registry); or (iii)without the prior written consent (such consent not to be unreasonably withheld) of the Agent (acting on the instructions of the Majority Lenders), 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 the chartering and operation of aVessel other than those covered by sub-paragraph (b)(i) above, exceeding thirty-six (36) Months and shall arrange for assignment of such contract to the extent relevant pursuantto the terms of this Agreement.Page 8926.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 be payable 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 Clauses26.4 (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), Clause 25.2 (Insurance - Vessels), Clause 25.3 (Flag, ownership, name and registry) and Clause 25.4 (Classification andrepairs) 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 of any Obligor under or inconnection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed 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 event of default (howeverdescribed). (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).(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 a result of an event of default(however described).Page 90(e)No Event of Default will occur under this Clause 26.5 (Cross default) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling withinparagraphs (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 or anticipated 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 voluntary arrangement, scheme ofarrangement 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 or any 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 dismissed within thirty (30) days ofcommencement. 26.8Creditors’ process Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of any Obligor having an aggregate value of USD 1,000,000 and is not discharged withinthirty (30) days. 26.9Unlawfulness It is or becomes unlawful for an Obligor to perform any of its obligations under the Transaction Documents. 26.10Repudiation (a)An Obligor or the Bareboat Charterer repudiates a Transaction Document or evidences an intention to repudiate a Transaction Document.Page 91(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, including but not limited to (i) instabilityaffecting 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 a Total 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 partially invalid, ineffective, imperfect ornonexistent 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 Adverse Effect. 26.16Breach of the terms of a Secured Hedging Agreement Any occurrence with respect to the Borrowers and/or its Credit Support Provider(s) (as defined in the Secured Hedging Agreements) as, if applicable, set out in any Secured HedgingAgreement Section 5(a) (Events of Default) or Section 5(b) (Termination Events) except for any Additional Termination Event (as defined in the Secured Hedging Agreements) due to anyordinary, 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 a Restricted Party.(b)An act or omission of an Obligor or any of their Affiliates, their joint ventures, and their respective directors, officers, employees, agents or representatives causes a breach ofSanctions Laws by any Finance Party. 26.18Acceleration 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, by notice to the Borrowers:(a)cancel the Total Commitments whereupon they shall immediately be cancelled;Page 92(b)declare that all or part of a Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately 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 instructions of 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 93SECTION 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/or obligations under anyFinance 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 have given their consent five (5)Business Days after that Lender has requested them in writing to do so unless consent is expressly refused by the Borrowers within that time. 27.2Conditions of assignment or transfer (a)An assignment or a transfer requiring the Borrowers’ consent shall only be effective: (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 same obligations to the otherFinance 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 the Total Commitment ofthat 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 94(ii)as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrowers or the Guarantor would be obliged to make a payment to the NewLender 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 as the Existing Lender or Lenderacting 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 assignmentor 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 its behalf any amendment orwaiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignmentbecomes effective in accordance with this Agreement and that it is bound by that decision to the same extent 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 and its related entities inconnection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any FinanceDocument; 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 be outstanding under theFinance 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 95(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 the Finance Documents orotherwise. 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 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 paragraph (b) below, 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 the termsof 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 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. (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 Finance Documents each of the Obligorsand the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another underthe Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii)each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rightsand Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that 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 obligations between themselves as theywould have acquired and assumed had the New Lender been an Existing Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer andto that extent the Agent, the Mandated Lead Arrangers and the Existing Lender shall each be 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 respect of any transfer pursuant toClause 27.4 (Procedure for transfer) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):Page 96(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 the Existing Lenderup 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 ofthe current Interest Period (or, if the Interest Period is longer than three (3) Months, on the next of the dates which falls at three (3) Monthly intervals after the first day of thatInterest 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 interest settlement), have beenpayable 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 Borrowers and/or the Guarantor. The Agentand/or the Lenders (as the case may be) shall have full right of disclosure of information in connection with or in contemplation of such securitisation (or similar transaction). The Borrowersand the Guarantor shall assist the Agent as necessary to achieve a successful securitisation (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 any Obligor, 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 any Finance 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) of obligations owed, orsecurities issued, by that Lender as Security for those obligations or securities, except that no such charge, assignment or Security shall:Page 97(a)release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party toany 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 the relevant Lender under theFinance 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 that one of its Subsidiariesbecomes 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 in connection with theSubsidiary’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 if all the Lenders approvethe 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) in relation to that AdditionalBorrower, 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 the documents and otherevidence listed in Clause 4.1 (Initial conditions precedent) sub-paragraph (d)(i).Page 98(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 in paragraph (c) above, the Lendersauthorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any suchnotification. 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 inrelation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.Page 99SECTION 10THE 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 Hedging Banks and the Agentappoints 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 the rights, powers, authoritiesand discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.(c)Except where the context otherwise requires, references in this Clause 29 (Role of the Agent, the Security Agent and the Mandated Lead Arrangers) to the “Agent” shall mean theAgent 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 it as Agent in accordancewith 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 Lender decision; 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 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 any right,power, authority or discretion. The Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.Page 100(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 a contrary indication appears in aFinance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on allFinance 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 it has received anyindemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include paymentin advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with 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 thebest 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 arbitration proceedings relating toany 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 for that Party by any otherParty.(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 any Assignment Agreement. (d)Except 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. (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 shall promptly notify theother 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 the Mandated 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 a party (and no others shallbe implied). 29.4Role of the Mandated Lead ArrangersPage 101Except as specifically provided in the Finance Documents, the Mandated Lead Arrangers have no obligations of any kind to any other Party under or in connection with any FinanceDocument. 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 in Clause 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 it for 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 business with 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 the terms of the FinanceDocuments; 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 that certificate. (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 and knowledge of all theObligors.Page 102(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 any lawyers to act as independentcounsel to the Agent (and so separate from any lawyers instructed by the Lenders or any Hedging Bank) if the Agent in its reasonable 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 (whether obtained by the Agent or byany 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 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 such person, 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 has received as agent under thisAgreement. (h)Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor any Mandated Lead Arrangers is obliged to do or omit to do anything if itwould, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (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 any financial liability in theperformance 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 such funds oradequate 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 or any other person in or inconnection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made orexecuted in anticipation of, under or in connection with any Finance Document;Page 103(b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed inanticipation 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 be regulated or prohibited byapplicable 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 the Agent), the Agent will not beliable 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 any action under or in connectionwith 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 other agreement, arrangement ordocument entered into, made or executed in anticipation of, under or in connection with, any Finance Document, other than by reason of its gross negligence or wilfulmisconduct; 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 or any liability whatsoever,(but not including any claim based on the fraud of the Agent) arising as a result 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 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 disastersor acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.Page 104(b)No 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 in respectof any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause.(c)The 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 the Agent ifthe Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement systemused by the Agent for that purpose.(d)Nothing in this Agreement shall oblige the 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 and the Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out andthat it may not rely on any statement in relation to such checks made by the Agent or any Mandated Lead Arrangers.(e)Without prejudice to any provision of any Finance Document excluding or limiting the Agent’s liability, any liability of the Agent arising under or in connection with any FinanceDocument shall be limited to the amount of actual loss which has been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which theloss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. Inno event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequentialdamages, whether or not the Agent has been advised of the possibility of such loss or damages. 29.11Lenders’ indemnity to the Agent Each 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 to their reduction tozero) indemnify the Agent, within three (3) Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liabilitywhatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the Agenthas 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 and the Borrowers.Page 105(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, in which case the MajorityLenders (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) days after notice of resignationwas 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 the successor Agent may reasonablyrequest 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 may be) in respect of theFinance Documents but shall remain entitled to the benefit of this Clause 29 (Role of the Agent, the Security Agent and the Mandated Lead Arrangers) (and any agency fees forthe 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 andobligations amongst themselves as they would have had if such successor had 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 in accordance with paragraph (b)above. In this event, the Agent shall resign as Agent and/or Security Agent in accordance with paragraph (b) above. (h)The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant toparagraph (c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the FinanceDocuments, 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 will have ceased to be) aFATCA 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 Partyon 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 that FATCA Application Date;Page 106and (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 Agent were a FATCA Exempt Party, andthat 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 entity from any other of itsdivisions 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 Agent shall not be deemed tohave 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 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: (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 Finance Document made or delivered onthat 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 this Agreement.(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 or despatched to that Lenderunder the Finance Documents. Such notice shall contain the address, e-mail and 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, e- mail, departmentand officer by that Lender for the purposes of Clause 34.2 (Addresses) and Clause 34.5 (Electronic communication) and the Agent shall be entitled to treat such person as theperson 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 and the Hedging Banks confirms tothe Agent and the Mandated Lead Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arisingunder or in connection with any Finance Document including but not limited to:(a)the financial condition, status and nature of each Obligor;Page 107(b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed inanticipation 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 under or in connection with anyFinance Document, the transactions contemplated by 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; 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 with any Finance Document, thetransactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connectionwith 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 exceeding that amount from any payment tothat Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For thepurposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.30.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, 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 (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 (3) Business Days, notify details of the receipt or recovery to the Agent;Page 108(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 recovery been receivedor made by the Agent and distributed in accordance with Clause 32 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation tothe 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”) equal to such receipt orrecovery 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 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 the Recovering Finance Party) (the“Sharing Finance Parties”) in accordance with Clause 32.5 (Partial payments) towards the obligations of that Obligor to the Sharing 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, as between the relevant Obligor andthe Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having 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:(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 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 Payment whichthat 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 not having been paid by thatObligor. 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 any payment 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 or recovered as a result of takinglegal or arbitration proceedings, if:Page 109(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 reasonably practicable having receivednotice and did not take separate legal or arbitration proceedings.Page 110SECTION 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 same available to the Agent (unlessa contrary indication appears in a Finance Document) 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.(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 Clause 32.4 (Clawback) be madeavailable by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its FacilityOffice), to such account with such bank as that Party may notify to the Agent by not less than 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 or towards payment (on the dateand in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase 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 (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. (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 whom that amount (or theproceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of paymentto 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, the Agent shall apply thatpayment towards the obligations of that Obligor under the Finance Documents in the following order:Page 111(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 HedgingAgreement); (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 Hedging Agreement); 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 is one) or the precedingBusiness 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 Unpaid Sum at the rate payable onthe 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 the lawful currency of thatcountry, then:Page 112(i)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 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 the conversion of that currency orcurrency 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 the Borrowers) specifies to benecessary, be amended to comply with any generally accepted conventions and market practice in the London interbank market 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 that Finance Party) against any maturedor un- matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in differentcurrencies, 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.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 by e-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 or document to be made ordelivered 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 OsloNorwayAtt: Ms. Laila HalvorsenE-mail: lch@dhtankers.com (b)in the case of the Security Agent and Agent, that identified with its name below, Nordea Bank Abp, filial i NorgeEssendropsgate 7, 0368 Oslo, NorwayP.O. Box 1166 Sentrum, NO-0107 Oslo, NorwayPage 113Att: Nordea Loan Administration, Structured Loan Services E-mail Loan Administration: sls.norway@nordea.comE-mail Loan Agency Team: agency.soosid@nordea.com and specifically relating to insurance matters with a PDF copy to: insurances@nordea.no(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 is made by the Agent) by not lessthan 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 otherwise stated herein, only beeffective: (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 an envelope addressed to it atthat 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 that department 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 is expressly marked for theattention of the department or officer identified with the Agent’s signature below (or any substitute department or officer as the Agent 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 delivered to 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 address or e-mail, the Agent shall notifythe 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 electronic mail or other electronicmeans as an accepted form of communication unless and until the relevant Party notifies the Agent to the contrary. (b)The Parties agree to:Page 114(i)notify the Agent in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by electroniccommunication; and (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 and in the case of anyelectronic communication made by a Party to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose. (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 and in connection with theFinance Documents and agree that the Debtdomain system will be the primary method of communication between the Agent and the other Finance Parties until and unless theAgent notifies them of a replacing system of communication. The Finance Parties acknowledge that a communication via Debtdomain (or replacing system) will be effective oncethe communication is posted to Debtdomain (or replacing system) by the Agent. 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 will prevail unless the document isa 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 a Finance Party are prima facieevidence 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, conclusive evidence of the matters to which itrelates. 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 days elapsed and a year of 360 daysor, in any case where the practice in the relevant market differs, in accordance with that market practice.Page 11536.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 orenforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other 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 a waiver, nor shall any single or partialexercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and notexclusive 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 and the Guarantor and any suchamendment 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 the services of lawyers indetermining 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. This includes any amendmentor 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);Page 116(vii)the release, nature or scope or any other change of the guarantee and indemnity granted under Clause 20 (Guarantee and indemnity); (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 on instruction of theMajority 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 not be effected without theconsent of the Agent or, as the case may be, the relevant Mandated Lead Arranger. (c)Clause 38.1 (Required consents) and the above paragraphs (a) – (b) shall not apply to any Secured Hedging Agreement which shall be amended solely according to its terms andwith only consent required by the Borrower(s) and the Hedging Bank being parties thereto and any amendment or waiver of any other Finance Document which relates to therights or obligations of a Hedging Bank (each in its capacity as such) may not be effected without 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 amendment or waiver which relatesto: (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;Page 117(B)enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changesrequired to enable that Replacement Reference Rate to be used for the purposes of this Agreement);(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 a result of theapplication of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated orrecommended 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 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 longer time period in relation toany 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 ascertaining whether any relevantpercentage 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 to approve thatrequest. (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 Borrowers materially changed;(b)Page 118(i) (A)the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or (B)information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority orsimilar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published 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 or indefinitely and, at thattime, 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 or indefinitely 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) determines that that Published Rateshould 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 Borrowers, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under thisAgreement. “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 committee sponsored orchaired 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:Page 119(i)the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by thatPublished 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 Reference Rate” will be thereplacement 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 markets as the appropriatesuccessor 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 ConfidentialInformation), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply 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 and any of its insurers,reinsurers, insurance brokers, reinsurance brokers and other credit risk protection providers such Confidential Information as that Finance Party shall consider appropriate if anyperson to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such ConfidentialInformation may be price-sensitive information, except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain theconfidentiality of the information or is otherwise bound by 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 more Finance Documents and toany 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 other transaction under whichpayments are to be made or may be made by reference to, one or more Finance Documents and/or the Obligors and to any of that person’s Affiliates, related funds,representatives and professional advisers;Page 120(iii)appointed by any Finance Party or by a person to whom sub-paragraph (i) or (ii) above applies to receive communications, notices, information or documents deliveredpursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (b) of Clause 29.14 (Relationship with theLenders)); (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 or other regulatory authority orsimilar 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 other investigations, proceedingsor 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 a confidentiality undertakingexcept that there shall be no requirement for a confidentiality undertaking if the recipient is a professional adviser and is subject to professional obligations tomaintain 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 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 Confidential Informationmay 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 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 the opinion ofthat Finance Party, it is not practicable so to do in the circumstances;Page 121(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 or settlement services in respect ofone or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Informationas may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the ConfidentialInformation is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master confidentiality undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Obligors and the relevant Finance Party;(d)to 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 Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidentialnature 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 identification numbering services inrespect 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 the Original Facilities 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.Page 122(b)The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and/or the Obligors by a numbering service provider and theinformation associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions 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, unpublished price-sensitive information. 39.4Agent’s publication The Parties agree to that the Agent may, at its own expense, publish information about its participation in and the agency and arrangement of the Agreement and the Facilities and for suchpurpose 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 Finance Documents regardingConfidential 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 such information may be regulated orprohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Informationfor 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 Confidential Information), except wheresuch disclosure is made to any of the persons referred to in that paragraph 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 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 of twelve (12) months from theearlier 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 been cancelled or otherwisecease to be available; andPage 123(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: (i)any Funding Rate to the relevant Borrower pursuant to Clause 10.4 (Notification of rates of interest); 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 the extent necessary to enablesuch service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially inthe form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreedbetween 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 any person to whom that FundingRate is to be given pursuant to this sub-paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall beno such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound byrequirements 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 regulatoryauthority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given isinformed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of theAgent or the relevant Obligor, as the case may be, it is not practicable to 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, administrative or other investigations,proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitiveinformation except 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 practicable to do so inthe circumstances; and (iv)any person with the consent of the relevant Lender. 40.2Related obligationsPage 124(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 or prohibited by applicable legislationincluding securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not to use 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 such disclosure is made to anyof the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and (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 of Funding 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 a single copy of the FinanceDocument.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 not in any way be interpreted orapplied 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 Party acknowledges and accepts that anyliability 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 and acknowledges andaccepts 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 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.Page 125SECTION 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 in connection 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 the contrary.(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 proceedings relating to a Dispute in anyother courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number 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 to any proceedings before theNorwegian 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 timeofficially 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 appoint another process agent with anoffice 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 126SCHEDULE 1AThe Original Lenders#Name:Title:Term LoanFacilityCommitment(USD):Revolving CreditFacility ACommitment(USD):Revolving CreditFacility BCommitment(USD):Commitment1.Nordea Bank Abp, filial i NorgeOriginal Lender, Mandated LeadArranger, Bookrunner, Coordinator,Agent and Security Agent18,915,789.7621,540,670.909,473,684.3449,930,1452.Nordea Bank AbpOriginal Hedging BankN/AN/AN/AN/A3.ING Bank N.V.Original Lender, Mandated LeadArranger, Bookrunner and OriginalHedging Bank18,915,789.3721,540,670.479,473,684.1649,930,1444.ABN AMRO BankN.V., Oslo BranchOriginal Lender, Mandated LeadArranger, Bookrunner and OriginalHedging Bank18,915,789.3721,540,670.479,473,684.1649,930,1445.Danmarks Skibskredit A/SOriginal Lender, Mandated LeadArranger and Bookrunner18,915,789.3721,540,670.479,473,684.1649,930,1446.DNB Bank ASAOriginal Lender, Mandated LeadArranger, Bookrunner and OriginalHedging Bank18,915,789.3721,540,670.479,473,684.1649,930,1447.Crédit Agricole Corporate andInvestment BankOriginal Lender, Mandated LeadArranger and Original Hedging Bank12,610,526.3814,360,447.116,315,789.5133,286,7638.Skandinaviska Enskilda Banken AB(publ)Original Lender, Mandated LeadArranger and Original Hedging Bank12,610,526.3814,360,447.116,315,789.5133,286,763Total Commitments:Up to USD119,800,000Up to USD136,424,247Up to USD60,000,000Up to USD316,224,247Page 127SCHEDULE 1BOriginal Borrowers, Original Vessels and Tranches #Original BorrowerOriginal VesselBuiltTypeTerm LoanFacility(USD)RevolvingCreditFacility A(USD)RevolvingCreditFacility B(USD)Total Loans(USD)1.DHT Opal, Inc. (MI)“DHT Opal”, IMO no.9455662 (HK)25.06.2012VLCC13,125,00013,093,151N/A26,218,1512.DHT Peony, Inc. (MI)“DHT Peony”, IMO no.9385843 (HK)28.04.2011VLCC12,900,00010,390,685N/A23,290,6853.DHT Lotus, Inc. (MI)“DHT Lotus”, IMO no. 9385037 (HK)05.01.2011VLCC12,900,0009,647,671N/A22,547,6714.DHT Edelweiss, Inc. (MI)“DHT Edelweiss”, IMO no.9315082 (HK)03.01.2008VLCC12,225,0002,427,945N/A14,652,9455.DHT Bauhinia, Inc. (MI)“DHT Bauhinia”, IMO no.9315070 (HK)18.01.2007VLCC11,400,000614,795N/A12,014,7956.DHT Colt, Inc. (MI)“DHT Colt”, IMO no.9813450 (HK)25.05.2018VLCC14,250,00027,000,000N/A41,250,0007.DHT Stallion, Inc. (MI)“DHT Stallion”, IMO no.9813448 (HK)27.04.2018VLCC14,250,00027,000,000N/A41,250,0008.Samco Eta Ltd. (CI)“DHT Amazon”, IMO no.9528794 (MI) (RIF BB reg)25.08.2011VLCCN/AN/A25,000,00025,000,0009.Samco Delta Ltd. (CI)“DHT Europe”, IMO no.9315159 (HK)11.04.2007VLCCN/AN/A17,500,00017,500,00010.Samco Gamma Ltd. (CI)“DHT Scandinavia”, IMOno. 9315147 (HK)22.11.2006VLCCN/AN/A17,500,00017,500,00011.DHT Osprey Inc. (MI)“DHT Osprey”, IMO no.9734111 (HK)03.08.2016VLCC14,375,00023,125,000N/A37,500,00012.DHT Harrier Inc. (MI)“DHT Harrier”, IMO no.9762986 (HK)13.09.2016VLCC14,375,00023,125,000N/A37,500,000 Total (USD) 119,800,000 136,424,247 60,000,000 316,224,247Page 128 SCHEDULE 1CRepayment Schedule – Term Loan Facility*Aggregate scheduled repayments for the Term Loan FacilityRepaymentRepayment amountsOutstanding amounts USD 119,800,0001.USD 1,250,000USD 118,550,0002.USD 1,250,000USD 117,300,0003.USD 1,250,000USD 116,050,0004.USD 1,250,000USD 114,800,0005.USD 1,250,000USD 113,550,0006.USD 1,250,000USD 112,300,0007.USD 6,647,792USD 105,652,2088.USD 6,647,792USD 99,004,4169.USD 6,647,792USD 92,356,62410.USD 6,647,792USD 85,708,83211.USD 6,647,792USD 79,061,04012.USD 6,647,792USD 72,413,24813.USD 6,647,792USD 65,765,45614.USD 6,647,792USD 59,117,66415.USD 6,647,792USD 52,469,87216.USD 6,647,792USD 45,822,08017.USD 6,647,792USD 39,174,28818.USD 6,647,792USD 32,526,49619.USD 6,647,792USD 25,878,70420.USD 6,647,792USD 19,230,91221.USD 6,647,792USD 12,583,12022.USD 6,647,792USD 5,935,32823.USD 5,935,328- * (Repayment schedules to be updated if relevant and further detailed in a separate spreadsheet to be prepared by the Agent and distributed to the Borrowers following the initial Utilisation)Page 129SCHEDULE 2 Conditions PrecedentPart I Conditions precedent to signing of the Agreement 1.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 the Finance Documents to which itis 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 it under or in connectionwith 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 Documents to which it is a party, ifapplicable.(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 the signature of such persons if notevidenced 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 latest publicly 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 setting out the name of theDirectors 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 andeffect as at a date no earlier than the Signing Date. 2.AuthorisationsPage 130All approvals, authorisations and consents required by any government or other authorities for the Obligors to enter into and perform their obligations under this Agreement and/or any ofthe 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 prior to signing thisAgreement; and (b)Any such other favourable legal opinions in form and substance satisfactory to all Lenders from lawyers appointed by the Agent on matters concerning all 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 the Borrowers and/or theGuarantor accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of anyFinance 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 Fee Letters have been paid or willbe paid by the Signing Date; and(d)Any other documents as reasonably requested by the Agent, hereunder any additional documentation required for any Finance Party to comply with their “know your customer”requirements.Page 131Part II Conditions 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 out the name of the Directors of therelevant Obligor certifying that each copy document relating to it specified in this Schedule 2 (Conditions precedent) and already delivered and approved by the Agent is correct, completeand in full force and effect, or if any changes have been made or new corporate documentation otherwise is deemed relevant attaching, certifying and confirming such updateddocumentation as at a date no earlier than the date of such certificate. 2.Authorisations All approvals, authorisations and consents required by any government or other authorities for the Obligors to enter into and perform their obligations under this Agreement and/or any ofthe 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 132(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 25.2 (Insurance - Vessels), andevidencing that the Agent’s Security in the insurance policies have been noted in accordance with the relevant notices as required 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 is classed in accordance withClause 25.4 (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 from one (or more) Approved Broker(s) in respect of 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 to the 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 priorityagainst 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; and(b)Any such other favourable legal opinions in form and substance satisfactory to all Lenders from lawyers appointed by the Agent on matters concerning all relevant jurisdictions.Page 1336.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 the Borrowers accordingly)in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and 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 placed and are acceptable to theAgent and that the underwriters are acceptable to the Agent;(f)A Compliance Certificate confirming compliance with the financial covenants as set out in Clause 23 (Financial covenants); (g)Evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 13 (Fees), Clause 18 (Costs and expenses) and any Fee Letters have been paid or willbe 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 Finance Documents;(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 with their “know your customer”requirements.Page 134Part IIIConditions precedent to accession of an Additional Borrower(a)The conditions precedent set out in Schedule 2 Part I (Conditions precedent to signing of the Agreement) with any necessary and logical adjustments for the Accession Letterand the Additional Borrower.(b)Any other documents or other evidence reasonably requested by the Agent.Page 135Part IVConditions 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 logical adjustments for theIncremental Facility; and(c)Any other documents or other evidence reasonably requested by the Agent.Page 136SCHEDULE 3 RequestsPart IForm of Utilisation Request From:[●] To: Nordea Bank Abp, filial i Norge Date:DHT Holdings, Inc. with Subsidiaries – up to USD 566,224,247 Senior Secured Term Loan Facilities and Revolving Credit Facilities Agreementdated 14 May 2021 (as amended, 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 different meaning in thisUtilisation Request. 2.We wish to borrow a Loan on the following terms: Proposed Utilisation Date:[●] (or, if that is not a Business Day, the next Business Day)Facility:[●][Tranche][●]Amount:[●] or, if less, the Available [Incremental Facility Commitment][Revolving Credit Facility [A][B] Commitment]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 137Part IIForm of Selection Notice From: [●] To: Nordea Bank Abp, filial i Norge as Agent Dated:DHT Holdings, Inc. with Subsidiaries – up to USD 566,224,247 Senior Secured Term Loan Facilities and Revolving Credit Facilities Agreementdated 14 May 2021 (as amended, 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 different meaning in this SelectionNotice.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 138Part IIIForm of Optional Rate Switch Notice From:[●] To:Nordea Bank Abp, filial i Norge as Agent Dated: DHT Holdings, Inc. with Subsidiaries – up to USD 566,224,247 Senior Secured Term Loan Facilities and Revolving Credit Facilities Agreementdated 14 May 2021 (as amended, 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 different meaning 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 not established 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 139SCHEDULE 4Form of Transfer Certificate To:Nordea Bank Abp, filial i Norge 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 566,224,247 Senior Secured Term Loan Facilities and Revolving Credit Facilities Agreementdated 14 May 2021 (as amended, 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 different meaning in this TransferCertificate.2.We refer to Clause 27.4 (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’s Commitment, rights andobligations 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 34.2 (Addresses) are set out in the Schedule.3.The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 27.3 (Limitation of responsibility of Existing 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 copy of this TransferCertificate.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 140THE 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 141SCHEDULE 5 Form of Accession Letter To: Nordea Bank Abp, filial i Norge as Agent From:[Additional Borrower] and DHT Holdings, Inc. Dated: DHT Holdings, Inc. with Subsidiaries – up to USD 566,224,247 Senior Secured Term Loan Facilities and Revolving Credit Facilities Agreementdated 14 May 2021 (as amended, 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 the Agreement have the samemeaning 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 Borrower pursuant 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 (FA 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 34.2 (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 44 (Enforcement) of the Agreement. Yours faithfully .......................................................................... authorised signatory forauthorised signatory for [Additional Borrower]DHT Holdings, Inc.as Additional Borroweras GuarantorPage 142*** This Accession Letter is accepted by the Agent on [●]. ..................................... authorised signatory for Nordea Bank Abp, filial i Norge as AgentPage 143SCHEDULE 6 Form of Compliance Certificate To:Nordea Bank Abp, filial i Norge as Agent From:[ ] Date: DHT Holdings, Inc. with Subsidiaries – up to USD 566,224,247 Senior Secured Term Loan Facilities and Revolving Credit Facilities Agreementdated 14 May 2021 (as amended, 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 a differentmeaning 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 23.1 (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 in anyevent minimum 25% of the Value Adjusted Total Assets Value Adjusted Tangible Net Worth* USD……………. Value Adjusted Total Assets* USD ……………. In ComplianceYes/No*) as per enclosed calculationsb)Minimum CashRequirement: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 calculationsIn ComplianceYes/No c)Working CapitalRequirement:PositivePage 144Current AssetsUSD……………, less Current DebtUSD……………. In ComplianceYes/No 3.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 145SCHEDULE 7Form of Valuation Certificate To:Nordea Bank Abp, filial i Norge as Agent From:[●] Date: DHT Holdings, Inc. with Subsidiaries – up to USD 566,224,247 Senior Secured Term Loan Facilities and Revolving Credit Facilities Agreementdated 14 May 2021 (as amended, 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 not fall below 135%). TheMarket Value for the Vessels are as follows: Name of Vessel: Valuation from[Approved Broker] Valuation from[Approved Broker] 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 (Market Value):Page 146Yours sincerely, For and on behalf of the Obligors:DHT Holdings, Inc. By: Name: Title: [authorised signatory]Page 147SCHEDULE 8 Form of Incremental Facility Notice To:Nordea Bank Abp, filial i Norge 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 566,224,247 Senior Secured Term Loan Facilities and Revolving Credit Facilities Agreementdated 14 May 2021 (as amended, 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 and other 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 Vessel Built (yard) Built(year) Type Market 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:Page 148(i)the Incremental Facility Terms set out above; and (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 in accordance with Clause6.1 (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 Incremental Facility Notice. 6.Each Incremental Facility Lender agrees to assume and will assume all of the obligations corresponding to the Incremental Facility Commitment set opposite its name in the Schedule as if ithad 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 the Agreement.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 the Agreement and otherFinance Documents as Party in capacity as “Incremental Facility Lender” and “Lender” and undertakes to perform all the obligations expressed to be assumed by it in such capacities as if ithad 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 44 (Enforcement) of the Agreement.Page 149THE 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 150The Additional Borrower By:………………………………………… The Guarantor By:…………………………………………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 151SCHEDULE 9 FA Act section 3-12 Obligor Name andorganization number: Organisation form: Address: Name of generalmanager anddirectors (or personsholding an equivalentposition): Borrowers DHT Opal, Inc. (no. 89774) DHT Peony, Inc. (no. 89775)DHT Lotus, Inc. (no. 89773)DHT Bauhinia, Inc. (no. 89771)DHT Colt, Inc. (no. 89776) DHT Stallion, Inc. (no. 89777)DHT Osprey Inc. (no. 107608)DHT Harrier Inc. (no. 107607) Marshall Islands corporation limitedby shares The Trust Company Complex, AjeltakeRoad, Ajeltake Island, Majuro,MH96960, Marshall Islands Director: Svein Moxnes Harfjeld President: Svein Moxnes HarfjeldTreasurer: Laila Cecilie Halvorsen Borrowers Samco Eta Ltd. (no. 213929) Samco Delta Ltd. (no. 132067) Samco Gamma Ltd. (no. 109904) Cayman Island exempted companylimited by shares c/o Ocorian Trust (Cayman) LimitedP. O. Box 1350Windward 3 Regatta Office Park GrandCayman KY1- 1108Cayman Islands Director: Svein Moxnes Harfjeld President: Svein Moxnes Harfjeld Treasurer: Laila Cecilie Halvorsen Guarantor DHT Holdings, Inc. (no. 39572) Marshall Islands corporation limitedby shares The Trust Company Complex, AjeltakeRoad, Ajeltake Island, Majuro,MH96960, Marshall Islands Directors: Erik Andreas Lind(chairman), Joseph Howland Pyne,Einar Michael Steimler, Jeremy RafaelKramer, Sophie Rossini and Iman HillCEO/President: Svein MoxnesHarfjeldPage 152Schedule 10Daily Non-Cumulative Compounded RFR Rate The “Daily Non-Cumulative Compounded RFR Rate” for any US Government Securities Business Day “i” during an Interest Period for a Loan is the percentage rate per annum (without rounding,to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below: where: “UCCDRi” means the Unannualised Cumulative Compounded Daily Rate for that US Government Securities Business Day “i”; “UCCDRi-1” means, in relation to that US Government Securities Business Day “i”, the Unannualised Cumulative Compounded Daily Rate for the immediately preceding US Government SecuritiesBusiness Day (if any) during that Interest Period; “dcc” means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number; “ni” means the number of calendar days from, and including, that US Government Securities Business Day “i” up to, but excluding, the following US Government Securities Business Day; and the “Unannualised Cumulative Compounded Daily Rate” for any US Government Securities Business Day (the “Cumulated RFR Banking Day”) during that Interest Period is the result of thebelow calculation (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for thatpurpose):where:“ACCDR” means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day; “tni” means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the US Government Securities Business Day which immediatelyfollows the last day of the Cumulation Period; “Cumulation Period” means the period from, and including, the first US Government Securities Business Day of that Interest Period to, and including, that Cumulated RFR Banking Day; “dcc” has the meaning given to that term above; andthe “Annualised Cumulative Compounded Daily Rate” for that Cumulated RFR Banking Day is the percentage rate per annum (rounded to five (5) decimal places) calculated as set outbelow: Page 153where:“d0” means the number of US Government Securities Business Day in the Cumulation Period; “Cumulation Period” has the meaning given to that term above;“i” means a series of whole numbers from one to d0, each representing the relevant US Government Securities Business Day in chronological order in the Cumulation Period; “DailyRatei-LP” means, for any US Government Securities Business Day “i” in the Cumulation Period, the Daily Rate for the US Government Securities Business Day which is five (5) USGovernment Securities Business Days prior to that US Government Securities Business Day “i”; “ni” means, for any US Government Securities Business Day “i” in the Cumulation Period, the number of calendar days from, and including, that US Government Securities Business Day“i” up to, but excluding, the following US Government Securities Business Day; “dcc” has the meaning given to that term above; and “tni” has the meaning given to that term above.Page 154EXECUTION PAGE Borrower:Borrower:DHT Opal, Inc.DHT Peony, Inc. By:/s/ Laila C. Halvorsen By:/s/ Laila C. Halvorsen Name: Laila C. HalvorsenName: Laila C. HalvorsenTitle: Attorney-in-FactTitle: Attorney-in-Fact Borrower:Borrower:DHT Lotus, Inc.DHT Colt, Inc. By:/s/ Laila C. Halvorsen By:/s/ Laila C. Halvorsen Name: Laila C. HalvorsenName: Laila C. HalvorsenTitle: Attorney-in-FactTitle: Attorney-in-Fact Borrower:Borrower:DHT Bauhinia, Inc.Samco Eta Ltd. By:/s/ Laila C. Halvorsen By:Laila C. Halvorsen Name: Laila C. HalvorsenName: Laila C. HalvorsenTitle: Attorney-in-FactTitle: Attorney-in-Fact Borrower:Borrower:DHT Stallion, Inc.Samco Gamma Ltd. By:/s/ Laila C. Halvorsen By:/s/ Laila C. Halvorsen Name: Laila C. HalvorsenName: Laila C. HalvorsenTitle: Attorney-in-FactTitle: Attorney-in-Fact Borrower: Samco Delta Ltd. By:/s/ Laila C. Halvorsen Name: Laila C. Halvorsen Title: Attorney-in-Fact [Signature page USD 566,224,247 DHT facilities agreement]Page 155Borrower:Borrower:DHT Osprey Inc.DHT Harrier Inc.By: /s/ Laila C. Halvorsen By:/s/ Laila C. Halvorsen Name: Laila C. HalvorsenName: Laila C. HalvorsenTitle: Attorney-in-FactTitle: Attorney-in-Fact Guarantor: DHT Holdings, Inc. By:/s/ Laila C. Halvorsen Name: Laila C. Halvorsen Title: Attorney-in-Fact [Signature page USD 566,224,247 DHT facilities agreement]Page 156Original Lender, Mandated Lead Arranger, Bookrunner and Original Hedging Bank: ING Bank N.V. By: By: Name:Name:Title:Title: [Signature page USD 566,224,247 DHT facilities agreement]Page 157Original Lender, Mandated Lead Arranger, Bookrunner and Original Hedging Bank: ABN AMRO Bank N.V., Oslo Branch By: Name: Title: Attorney-in-Fact [Signature page USD 566,224,247 DHT facilities agreement]Page 158Original Lender, Mandated Lead Arrangerand Bookrunner:Danmarks Skibskredit A/SBy: Name:Title: Attorney-in-Fact[Signature page USD 566,224,247 DHT facilities agreement]Page 159Original Lender, Mandated Lead Arranger, Bookrunner and Original Hedging Bank: DNB Bank ASABy: Name:Title: Attorney-in-Fact[Signature page USD 566,224,247 DHT facilities agreement]Page 160Original Lender, Mandated Lead Arrangerand Original Hedging Bank:Crédit Agricole Corporate and Investment Bank By: By: Name:Name:Title:Title: [Signature page USD 566,224,247 DHT facilities agreement]Page 161Original Lender, Mandated Lead Arrangerand Original Hedging Bank:Skandinaviska Enskilda Banken AB (publ) By: Name:Title: Attorney-in-Fact[Signature page USD 566,224,247 DHT facilities agreement]Page 162Original Lender, Mandated Lead Arranger,Bookrunner and Coordinator:Original Hedging Bank:Nordea Bank AbpNordea Bank Abp, filial i Norge By: By: Name:Name:Title: Attorney-in-FactTitle: Attorney-in-Fact Agent and Security Agent: Nordea Bank Abp, filial i Norge By: Name: Title: Attorney-in-Fact [Signature page USD 566,224,247 DHT facilities agreement]Page 163*** We hereby accept appointment as process agent for each of the Obligors pursuant to the Agreement Clause 44.2 (Service of process). DHT MANAGEMENT AS By:/s/ Laila C. Halvorsen Name: Laila C. HalvorsenTitle: CEO[Signature page USD 566,224,247 DHT facilities agreement]Exhibit 8.1The following is a list of the subsidiaries of DHT Holdings, Inc. as of December 31, 2023, excluding certain subsidiaries that, if considered in the aggregate, would not constitute a significant subsidiary asdefined in Rule 1-02(w) of Regulation S-X as of December 31, 2023.NameJurisdictionDHT Appaloosa, Inc.Marshall IslandsDHT Bauhinia, Inc.Marshall IslandsDHT Bronco, Inc.Marshall IslandsDHT Chartering (Singapore) Pte. Ltd.SingaporeDHT Colt, Inc.Marshall IslandsDHT Harrier Inc.Marshall IslandsDHT Jaguar LimitedMarshall IslandsDHT Leopard LimitedMarshall IslandsDHT Lion LimitedMarshall IslandsDHT Lotus, Inc.Marshall IslandsDHT Management ASNorwayDHT Management S.A.M.MonacoDHT Mustang, Inc.Marshall IslandsDHT Opal, Inc.Marshall IslandsDHT Osprey Inc.Marshall IslandsDHT Panther LimitedMarshall IslandsDHT Peony, Inc.Marshall IslandsDHT Puma LimitedMarshall IslandsDHT Ship Management (Singapore) Pte. Ltd.SingaporeDHT Stallion, Inc.Marshall IslandsDHT Tiger LimitedMarshall 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 the circumstances underwhich 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 of operations and cashflows 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)) andinternal 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 material information relating to thecompany, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report 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 provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting 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 disclosure controls 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 has materially affected, or isreasonably 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 the audit committee ofthe 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 the company’s ability torecord, 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 20, 2024 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 the circumstances underwhich 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 of operations and cashflows 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)) andinternal 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 material information relating to thecompany, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report 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 provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting 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 disclosure controls 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 has materially affected, or isreasonably 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 the audit committee ofthe 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 the company’s ability torecord, 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 20, 2024 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, 2023, as filed with the Securities and Exchange Commission on 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’sknowledge:(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 20, 2024 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 23.1Consent of Independent Registered Public Accounting FirmWe consent to the incorporation by reference in the following Registration Statements: (1)Registration Statement (Form F-3 No. 333-270800) of DHT Holdings, Inc.,(2)Registration Statement (Form F-3 No. 333-239430) of DHT Holdings, Inc., (3)Registration Statement (Form S-8 No. 333-234062) pertaining to the 2019 Incentive Compensation Plan of DHT Holdings, Inc., and (4)Registration Statement (Form S-8 No. 333-213686) pertaining to the 2016 Incentive Compensation Plan of DHT Holdings, Inc.; of our reports dated March 20, 2024, with respect to the consolidated financial statements of DHT Holdings, Inc. and the effectiveness of internal control over financial reporting of DHT Holdings, Inc.included in this Annual Report (Form 20-F) of DHT Holdings, Inc. for the year ended December 31, 2023./s/ Ernst & Young AS Oslo, NorwayMarch 20, 2024Exhibit 97.1November 2023 DHT HOLDINGS, INC.INCENTIVE COMPENSATION RECOVERY POLICY A.PURPOSEThis Incentive Compensation Recovery Policy (this “Recovery Policy”) is adopted by DHT Holdings, Inc., a Marshall Islands company (the “Company”), as of November 10, 2023, as requiredby Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 under the Exchange Act and the applicable New York Stock Exchange Listing Standards (collectively,the “Recovery Rules”). The purpose of this Recovery Policy is solely to comply with the Company’s obligations under the Recovery Rules and is not intended to obligate the Company to recover morethan necessary to comply with the Recovery Rules. This Recovery Policy is intended to apply independently of all other clawback, recoupment or forfeiture policies, agreements or other arrangements ofthe Company (collectively, “Other Clawback Policies”). B.ADMINISTRATIONThis Recovery Policy shall be administered by the Compensation Committee of the Board of Directors (the “Board”) of the Company (the “Compensation Committee”). The CompensationCommittee shall have the full power and authority to interpret, and make determinations under, this Recovery Policy, consistent with the Recovery Rules. All determinations and decisions made by theCompensation Committee pursuant to this Recovery Policy shall be final, conclusive and binding on all persons, including each member of the Company Group (as defined below), its respective affiliates,shareholders and employees. In the absence of the Compensation Committee, a majority of the independent directors serving on the Board shall administer this Recovery Policy as set forth in thisparagraph. C.COVERED INDIVIDUALS Each Executive Officer (as defined below) shall be subject to this RecoveryPolicy. D.RECOVERY OF EXCESS INCENTIVE COMPENSATIONIn the event the Company is required to prepare a Covered Financial Restatement (as defined below), the Company shall seek reasonably promptly the recovery of any Excess IncentiveCompensation (as defined below) received by an Executive Officer during the three completed fiscal years immediately preceding the applicable Triggering Date (as defined below) (or any transition periodthat results from a change in the Company’s fiscal year within or immediately following such three completed fiscal years); provided, however, that a transition period between the last day of theCompany’s previous fiscal year-end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be considered a completed fiscal year for purposes of this Recovery Policy.The Company’s obligations to recover Excess Incentive Compensation from an Executive Officer is not dependent on if, or when, the applicable restated financial statements are filed. Unless otherwisespecified by the Compensation Committee, an Executive Officer shall be required to forfeit or repay the Excess Incentive Compensation within 90 days following the date such Executive Officer is informedthat such Executive Officer has received Excess Incentive Compensation from the Company Group. For the avoidance of doubt, any action by the Company to recover Excess Incentive Compensationunder this Recovery Policy from an Executive Officer shall not, whether alone or in combination with any other action, event or condition, be deemed (i) to give rise to status as a “good leaver” or term ofsimilar import or to serve as a basis for a claim of constructive termination under any benefit or compensation arrangement applicable to such Executive Officer, or (ii) to constitute a breach of a contract orother arrangement to which such Executive Officer is party.Subject to the Recovery Rules, the Compensation Committee shall have discretion to determine the method by which Excess Incentive Compensation shall be recovered from the applicableExecutive Officers; provided that (i) to the extent the applicable Excess Incentive Compensation consists of amounts that have been received by, but not yet paid to, such Executive Officer, such unpaidamounts shall be forfeited and (ii) to the extent any remaining Excess Incentive Compensation consists of amounts paid to such Executive Officer in cash or Company common shares that are still held bysuch Executive Officer, such Executive Officer shall be entitled to repay such amount either in cash or such Company common shares, as applicable. For the avoidance of doubt, any Excess IncentiveCompensation received by an Executive Officer that has subsequently been forfeited prior to payment thereof (including as a result of termination of employment or breach of contract) shall be deemed tohave been repaid in accordance with this Recovery Policy. To the extent that the application of this Recovery Policy would provide for recovery of Excess Incentive Compensation that the Companyrecovers pursuant to Section 304 of the Sarbanes-Oxley Act or Other Clawback Policies, the amount the relevant Executive Officer has already reimbursed the Company will be credited to the requiredrecovery under this Recovery Policy.The Company must recover Excess Incentive Compensation pursuant to this Recovery Policy except to the extent the conditions of (i), (ii) or (iii) of this sentence are satisfied, including theCompany’s compliance with any additional requirements set forth in the applicable Recovery Rules related thereto, and the Compensation Committee has made a determination that recovery would beimpracticable: (i) the direct expense paid to a third party to assist in enforcing this Recovery Policy would exceed the amount to be recovered; (ii) recovery would violate home country law of the Companywhere the applicable law was adopted prior to November 28, 2022; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees ofthe Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.2 E.GOVERNING LAWThis Recovery Policy shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of law thereof or of any other jurisdiction. Anydispute, controversy or claim arising out of or relating to this Recovery Policy shall be determined exclusively in any court located in the jurisdiction governing compensation-related arrangementsbetween the Company and the applicable Executive Officer. The parties shall each bear their own expenses in connection with any dispute under or relating to this Recovery Policy. F.MISCELLANEOUS PROVISIONSThis Recovery Policy shall only apply to Incentive Compensation received on or after October 2, 2023. The Board may amend this Recovery Policy from time to time in its sole and absolutediscretion. This Recovery Policy shall not limit the rights of the Company to take any other actions or pursue other remedies that the Company may deem appropriate under the circumstances and underapplicable law. This Recovery Policy and determinations and decisions made by the Compensation Committee pursuant to this Recovery Policy shall be binding and enforceable against all ExecutiveOfficers and their beneficiaries, heirs, executors, administrators or other legal representatives. G.DEFINITIONS“Company Group” means the Company, collectively with each of its direct and indirect subsidiaries.“Covered Financial Restatement” means an accounting restatement required due to material noncompliance by the Company with any financial reporting requirements under the U.S. federalsecurities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would resultin a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The following shall not constitute a Covered Financial Restatement: (i) out-of-periodadjustments; (ii) retrospective application of a change in accounting principle; (iii) retrospective revision to reportable segment information due to a change in the structure of the internal organization ofthe Company Group; (iv) retrospective reclassification due to a discontinued operation; (v) retrospective application of a change in reporting entity, such as from a reorganization of entities under commoncontrol; (vi) retrospective revision for share splits, reverse share splits, share dividends or other change in capital structure; and (vii) retrospective adjustment to provisional amounts in connection with aprior business combination.3“Excess Incentive Compensation” means (i) the amount of Incentive Compensation received by an Executive Officer in excess of the amount that would have been received had it beendetermined based on the restated Financial Reporting Measure following the completion of a Covered Financial Restatement, and (ii) any other compensation that is computed based on, or otherwiseattributable to, the amounts described in clause (i), in each case, as determined by the Compensation Committee in accordance with the Recovery Rules. The amount of Excess Incentive Compensationshall be determined on a gross basis without regard to any taxes owed or paid by the Executive Officer on the receipt or settlement of the Incentive Compensation. For Incentive Compensation based onshare price or total shareholder return, where the amount of Excess Incentive Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, theamount shall be based on a reasonable estimate of the effect of the accounting restatement on the share price or total shareholder return upon which the Incentive Compensation was received. For theavoidance of doubt, Excess Incentive Compensation may include Incentive Compensation received by a person after such person ceases to be an Executive Officer, including a former employee of theCompany Group.“Executive Officer” means an “executive officer” (as defined in Rule 10D-1(d) under the Exchange Act) of the Company and as identified by the Compensation Committee in accordance with theRecovery Rules. The Compensation Committee shall determine the Executive Officers no less than on an annual basis.“Financial Reporting Measures” means measures that are determined in accordance with the accounting principles used in preparing the Company Group’s financial statements, and anymeasures that are derived in whole or in part from such measures, including share price and other measures based on share price such as total shareholder return. A Financial Reporting Measure need notbe presented within the financial statements or included in a filing with the Securities and Exchange Commission.“Incentive Compensation” means any compensation that is granted, earned or becomes vested, in whole or in part, upon the attainment of a Financial Reporting Measure and as identified bythe Compensation Committee in accordance with the Recovery Rules and that was received by an Executive Officer (i) after such individual began service as an Executive Officer, (ii) who served in suchcapacity at any time during the performance period for such compensation and (iii) while the Company had a class of securities listed on a national securities exchange or a national securities association.Except as otherwise determined by the Compensation Committee, Incentive Compensation shall not include the following: (i) salaries; (ii) amounts received solely at the discretion of the CompensationCommittee or the Board and that are not received from a pool that is determined by satisfying a Financial Reporting Measure performance goal; (iii) amounts received solely upon satisfying one or moresubjective standards; (iv) amounts received solely upon satisfying one or more strategic measures or operational measures; and (v) amounts received solely based on service or the passage of time.4Incentive Compensation shall be considered to be “received” by an Executive Officer in the Company’s fiscal period during which the Financial Reporting Measure specified in the IncentiveCompensation is achieved or attained, even if the payment or grant of the Incentive Compensation occurs after the end of that fiscal period.“Triggering Date” means the earlier to occur of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is notrequired, concludes, or reasonably should have concluded, that the Company is required to prepare a Covered Financial Restatement or (ii) the date a court of competent jurisdiction, regulator, or otherlegally authorized body directs the Company to prepare a Covered Financial Restatement; provided that the recovery of Excess Incentive Compensation pursuant to this Recovery Policy as a result of thisclause (ii) shall only be required if such action by such court, regulator or other legally authorized body, as applicable, is final and non-appealable.5

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