CMBT CMB TECH NV

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 NAMES OF REPORTING PERSONS

 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 Compagnie Maritime Belge NV

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS (See Instructions)

 WC, BK

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Belgium

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 177,147,299

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 177,147,299

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 177,147,299

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 91.21%*

 TYPE OF REPORTING PERSON (See Instructions)

 CO

Based on 194,216,835 Ordinary Shares outstanding as of June 30, 2024 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K/A furnished to the Securities and Exchange Commission on August 13, 2024.

 NAMES OF REPORTING PERSONS

 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 Saverco NV

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS (See Instructions)

 WC*

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Belgium

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 24,400

 SHARED VOTING POWER

 177,171,699

 SOLE DISPOSITIVE POWER

 24,400

 SHARED DISPOSITIVE POWER

 177,171,699

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 177,171,699

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 91.22%**

 TYPE OF REPORTING PERSON (See Instructions)

 CO

As to 24,400 Ordinary Shares owned directly by Saverco NV.

Based on 194,216,835 Ordinary Shares outstanding as of June 30, 2024 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K/A furnished to the Securities and Exchange Commission on August 13, 2024.

 NAMES OF REPORTING PERSONS

 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 Alexander Saverys

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS (See Instructions)

 OO

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Belgium

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 177,171,699

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 177,171,699

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 177,171,699

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 91.22%*

 TYPE OF REPORTING PERSON (See Instructions)

 IN

Based on 194,216,835 Ordinary Shares outstanding as of June 30, 2024 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K/A furnished to the Securities and Exchange Commission on August 13, 2024.

 NAMES OF REPORTING PERSONS

 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 Ludovic Saverys

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS (See Instructions)

 OO

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Belgium

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 177,171,699

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 177,171,699

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 177,171,699

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 91.22%*

 TYPE OF REPORTING PERSON (See Instructions)

 IN

Based on 194,216,835 Ordinary Shares outstanding as of June 30, 2024 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K/A furnished to the Securities and Exchange Commission on August 13, 2024.

 NAMES OF REPORTING PERSONS

 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 Michael Saverys

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS (See Instructions)

 OO

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Belgium

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 177,171,699

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 177,171,699

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 91.22%*

 TYPE OF REPORTING PERSON (See Instructions)

 IN

Based on 194,216,835 Ordinary Shares outstanding as of June 30, 2024 (not including treasury shares), as reported in the Issuer’s Current Report on Form 6-K/A furnished to the Securities and Exchange Commission on August 13, 2024.

Amendment and Restatement Agreement among CMB NV and Crédit Agricole Corporate and Investment Bank, KBC Bank NV, and Société Générale and the other lenders thereunder dated October 16, 2024 related to the Amended Facilities Agreement

Previously filed with Amendment No. 5 on April 12, 2022

Previously filed with Amendment No. 6 on April 26, 2022

Previously filed with Amendment No. 10 on July 13, 2022

Previously filed with Amendment No. 15 on December 14, 2022

Previously filed with Amendment No. 16 on January 18, 2023

Previously filed with Amendment No. 17 on February 10, 2023

Previously filed with Amendment No. 18 on February 16, 2023

Previously filed with Amendment No. 20 on October 10, 2023

Previously filed with Amendment No. 20 on October 10, 2023

Previously filed with Amendment No. 20 on October 10, 2023

Previously filed with Amendment No. 21 on November 24, 2023

Previously filed with Amendment No. 22 on December 22, 2024

Previously filed with Amendment No. 23 on February 16, 2024

Previously filed with Amendment No. 24 on March 19, 2024

Previously filed with Amendment No. 28 on October 9, 2024

/s/ Ludovic Saverys

/s/ Ludovic Saverys

/s/ Alexander Saverys

/s/ Ludovic Saverys

/s/ Michael Saverys

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Schedule

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2.

CMB NV (Belgische Scheepvaartmaatschappij – Compagnie Maritime Belge), a limited liability company (naamloze vennootschap/société anonyme) with its statutory seat at De Gerlachekaai 20, 2000 Antwerp, Belgium, registered with the Crossroads Bank for Enterprises under number 0404.535.431, Business Court of Antwerp (division Antwerp) (the Borrower);

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, KBC BANK NV and SOCIÉTÉ GÉNÉRALE as bookrunning mandated lead arrangers (whether acting individually or together the Bookrunning Mandated Lead Arranger);

BELFIUS BANK SA/NV, DNB (UK) LIMITED, ING BELGIUM NV/SA and NORDEA BANK ABP FILIAL I NORGE as mandated lead arrangers (whether acting individually or together the Mandated Lead Arranger);

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) as lead arranger (the Lead Arranger, and whether acting individually or together with the Bookrunning Mandated Lead Arrangers and the Mandated Lead Arranger, the Arranger);

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders) of the Second Amended and Restated Facilities Agreement (as defined below) as lenders (the Lenders);

KBC BANK NV as issuing bank (in this capacity, the Issuing Bank);

KBC BANK NV as coordinator (the Coordinator);

KBC BANK NV as agent of the other Finance Parties (the Agent); and

KBC BANK NV as security agent for the Finance Parties (the Security Agent).

INTERPRETATION

Definitions

In this Agreement:

Capitalised terms defined in the Bridge Facilities Agreement (or the Second Amended and Restated Facilities Agreement as the context shall require) have, unless expressly defined in this Agreement, the same meaning in this Agreement.

Construction

SECOND EFFECTIVE DATE

The Agent shall notify the Borrower and the Lenders that it has received all of the documents set out in Schedule 1 (Conditions Precedent) in form and substance satisfactory to the Agent (acting on the instructions of all the Lenders) promptly upon being so satisfied.

Other than to the extent that the Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

AMENDMENT AND RESTATEMENT

REPRESENTATIONS

The Borrower confirms to the Agent (for and on behalf of each Finance Party) that, by reference to the facts and circumstances existing on the date of this Agreement and on the Second Effective Date, the Repeating Representations as well as the representations and warranties set out in clause 19.7 (Deduction of Tax), clause 19.8 (No filing or stamp taxes), paragraph (a) to and including (f) of clause 19.10 (No misleading information) and clause 19.20 (No outstanding tax debt) of the Bridge Facilities Agreement:

are true; and

would also be true if references to the Bridge Facilities Agreement are construed as references to the Bridge Facilities Agreement as amended and restated by this Agreement;

a reference therein to the Information Package, Financial Information Package and Overview of Share Transactions will include such information and documents as delivered pursuant to paragraphs 4 (d) and (e) of Schedule 1 (Conditions Precedent) respectively; and

references therein to the Bid, the Bid Acquisition and the Bid Closing Date in clause 19.5 (Validity and admissibility in evidence), clause 19.9 (No default) and clause 19.10 (No misleading information) of the Bridge Facilities Agreement will include the Reopening, the Reopening Acquisition and the Reopening Closing Date respectively.

SECURITY

The Borrower confirms that the existing Transaction Security:

continues in full force and effect on the terms of the respective existing Transaction Security Documents;

will to the fullest extent permitted by applicable law be preserved for the benefit of the Security Agent, the Lenders and the remaining Finance Parties; and

will continue to secure its obligations under the Finance Documents (including the Second Amended and Restated Facilities Agreement) and will extend to the obligations of the Borrower to the Finance Parties under the Reopening Acquisition Bridge Facility.

This Agreement shall not constitute a novation under any applicable law. However, for the purposes of Article 5.247 of the Belgian Civil Code and any similar provisions under any other applicable law, to the extent found applicable, and without prejudice to this Clause, the Parties hereby expressly agree to the preservation of all Transaction Security existing on the date hereof and such Transaction Security shall continue to secure the obligations expressed to be secured under the Transaction Security Documents following the amendment to the Bridge Facilities Agreement pursuant to this Agreement on the Second Effective Date.

COSTS

MISCELLANEOUS

This Agreement and the Second Amended and Restated Facilities Agreement are each a Finance Document.

The Finance Documents will remain in full force and effect and, from the Second Effective Date, the Second Amended and Restated Facilities Agreement and this Agreement will be read and construed as one document.

Each Finance Party expressly reserves all its rights and remedies in respect of any breach of or Default under the Finance Documents.

Delay in exercising or non-exercising by a Finance Party of any right under the Finance Documents is not a waiver of that right.

The provisions of clause 37 (Counterparts), clause 38 (Bail-in) and clause 41 (Service of Process) of the Bridge Facilities Agreement apply to this Agreement.

GOVERNING LAW

ENFORCEMENT

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity, or termination of this Agreement) or any non-contractual obligation arising out of or in connection with this Agreement (a Dispute).

The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

The Borrower

A copy of the constitutional documents of the Borrower.

A copy of a resolution of the board of directors of the Borrower:

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 a party;

authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

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 the Finance Documents to which it is a party.

A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

A certificate of the Borrower (signed by an authorised signatory) confirming and certifying that:

borrowing or securing, as appropriate, the Total Commitments would not cause any borrowing, securing or similar limit binding on it to be exceeded; and

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 this Agreement.

Finance Documents

This Agreement executed by all Parties.

The second upfront fee letter as referred to under clause 13.2 (Second upfront fee) of the Second Amended and Restated Facilities Agreement, executed by all parties thereto.

A coordination fee letter executed by all parties thereto.

An agency fee letter executed by all parties thereto.

Legal Opinions

a legal opinion of Argo Law, legal advisers to the Borrower as to Belgian law matters on capacity substantially in the form distributed to the Lenders prior to the signing of this Agreement;

a legal opinion of Allen Overy Shearman Sterling (Belgium) LLP, legal advisers to the Agent and the Lenders as to Belgian law matters on enforceability in the form distributed to the Lenders prior to the signing of this Agreement; and

a legal opinion of Allen Overy Shearman Sterling LLP, legal advisers to the Agent and the Lenders as to English law matters on enforceability in the form distributed to the Lenders prior to the signing of this Agreement.

Other documents and evidence

A copy of the Reopening FSMA Letter.

A high level timeline titled “Helios Reopening – High level timeline” prepared by the Borrower (the High Level Timeline).

A memo on the impact of the ruling of the Market Court on the Enterprise Court proceedings prepared by Argo (the Argo Memo).

A copy of the updated Financial Information Package, including:

the Excel file titled “BS Projection CMB 30092024”;

the Excel file titled “CF CMB CONV. 2024-2025 30092024”;

the Excel file titled “CMB CMBT action plan repayment Bridge Facility”;

the Excel file titled “CMBT CF 2024 -2025 30092024”; and

the Excel file titled “CMBT P&L 2024-2025 30092024”,

A confirmation of the Borrower (signed by an authorised signatory) that the Overview of Share Transactions as updated during the previous amendment and restatement agreement dated 28 June 2024 is still up to date on the date of this Agreement.

A copy of the Borrower’s unaudited condensed consolidated interim financial statements for the six months ended 30 June 2024.

Evidence that all fees, costs and expenses then due from the Borrower under this Agreement or the Second Amended and Restated Facilities Agreement have been paid.

A copy of all documents required by the Finance Parties to verify compliance with all necessary “know your customer”, “ultimate beneficial owner” or other similar checks under all applicable laws and regulations.

A copy of any other authorisation, document, opinion or assurance which the Agent considers to be necessary or desirable 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.

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Schedule

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CMB NV (Belgische Scheepvaartmaatschappij – Compagnie Maritime Belge), a limited liability company (naamloze vennootschap/société anonyme) with its statutory seat at De Gerlachekaai 20, 2000 Antwerp, Belgium, registered with the Crossroads Bank for Enterprises under number 0404.535.431, Business Court of Antwerp (division Antwerp) (the Borrower);

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, KBC BANK NV and SOCIÉTÉ GÉNÉRALE as bookrunning mandated lead arrangers (whether acting individually or together the Bookrunning Mandated Lead Arranger);

BELFIUS BANK SA/NV, DNB (UK) LIMITED, ING BELGIUM NV/SA and NORDEA BANK ABP FILIAL I NORGE as mandated lead arrangers (whether acting individually or together the Mandated Lead Arranger);

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) as lead arranger (the Lead Arranger, and whether acting individually or together with the Bookrunning Mandated Lead Arrangers and the Mandated Lead Arranger, the Arranger);

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders) as lenders (the Original Lenders);

KBC BANK NV as issuing bank (in this capacity, the Issuing Bank);

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, KBC BANK NV and SOCIÉTÉ GÉNÉRALE as coordinators (the Coordinators);

KBC BANK NV as documentation agent (the Documentation Agent);

KBC BANK NV as agent of the other Finance Parties (the Agent); and

KBC BANK NV as security agent for the Finance Parties (the Security Agent).

DEFINITIONS AND INTERPRETATION

Definitions

the competition clearance (to the extent applicable) in respect of the A-Fleet Acquisition;

the resolutions by the Target’s shareholders’ meeting approving the conditionality of the transaction contemplated by the A-Fleet Acquisition Agreement and the Settlement Agreement on the closing under the Share Purchase Agreement pursuant to Article 7:151 of the Belgian Code of Companies and Associations having been filed with the clerk’s office of the business court in Antwerp; and

all conditions precedent under the A-Fleet Acquisition Agreement having been satisfied.

in relation to the SPA Acquisition Bridge Facility, the period from the date of this Agreement to and including the earlier of (i) the SPA Closing Date and (ii) 31 December 2023;

in relation to the Bid Acquisition Bridge Facility, the period from the date of this Agreement to and including the end of the Certain Funds Period;

in relation to the Margin Loan Bridge Facility, the period from the date of this Agreement to and including the earlier of (i) the SPA Closing Date and (ii) 31 December 2023; and

in relation to the Reopening Acquisition Bridge Facility, the period from the Second Effective Date to and including the end of the Reopening Certain Funds Period.

its participation in any outstanding Loans under that Facility; and

in relation to any proposed Loan, its participation in any other Loans that are due to be made under that Facility on or before the proposed Utilisation Date.

specified as such in the Reference Rate Terms; or

determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology specified in the Reference Rate Terms.

in relation to an Original Lender, the amount set opposite its name under the heading “Bid Acquisition Bridge Facility Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Bid Acquisition Bridge Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

in relation to any other Lender, the amount of any Bid Acquisition Bridge Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

the interest (excluding the Margin) 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 current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

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 for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

any date for payment or purchase of an amount relating to a Loan or Unpaid Sum; or

the determination of the first day or the last day of an Interest Period for a Loan or Unpaid Sum, or otherwise in relation to the determination of the length of such an Interest Period),

11.59 p.m. (in Brussels) on the date falling 5 Business Days after the SPA Closing Date, if the formal filing with the FSMA of the Bid in accordance with article 5 of the Public Take-Over Royal Decree has not been made by the Borrower by such time;

11.59 p.m. (in Brussels) on the Final Settlement Date;

the Bid Expiry Date; and

the date falling 9 Months after the date of this Agreement,

the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and

the applicable Baseline CAS.

is agreed in writing by the Borrower, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

specifies a calculation methodology for that rate; and

has been made available to the Borrower and each Finance Party.

any member of the Group or any of its advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

information that:

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 36 (Confidential); or

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality;

any Funding Rate.

all or part of the Pledged Target Shares – DTC or Pledged Target Shares – Euroclear into Pledged Target Shares – Registered; or

all or part of the Pledged Target Shares – Registered into Pledged Target Shares – DTC or Pledged Target Shares – Euroclear.

which has failed to make its participation in a Loan available (or has notified the Agent or the Borrower (which has notified the Agent) that it will not make its participation in a Loan available) by the Utilisation Date of that Loan in accordance with Clause 7.4 (Lenders’ participation);

which has otherwise rescinded or repudiated a Finance Document;

with respect to which an Insolvency Event has occurred and is continuing,

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

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 in connection with the Facilities (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 the control of, any of the Parties; or

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 other Party:

from performing its payment obligations under the Finance Documents; or

from communicating with other Parties in accordance with the terms of the Finance Documents,

air (including, without limitation, air within natural or man-made structures, whether above or below ground);

water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

land (including, without limitation, land under water).

the pollution or protection of the Environment; or

the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.

the bondholder is granted an option to convert an exchangeable bond into Target Shares in accordance with an exchange premium which is equal to an amount of at least 25% and maximum 40% of the market value of the Target Shares at the time of the issuance of the exchangeable bonds (such corresponding number of Target Shares being the Exchange Target Shares);

each exchangeable bond is secured by a maximum of 2.5 Exchange Target Shares (the Overcollateralisation, and the Target Shares subject to Overcollateralisation, the Overcollateralised Target Shares); and

the maturity date of the Exchangeable Bond falls after the Extended Termination Date.

a margin loan facility agreement dated 23 March 2022 between the Borrower as borrower and Belfius Bank NV/SA as lender, with USD and EUR outstandings corresponding to a USD equivalent of circa 68,145,000 on the date of this Agreement;

a margin loan facility agreement dated 23 March 2022 between the Borrower as borrower and KBC Bank NV as lender, with USD and EUR outstandings corresponding to a USD equivalent of circa USD 70,913,500 on the date of this Agreement;

a margin loan facility agreement dated 2 May 2022 between the Borrower as borrower and Nordea Bank Abp Filial I Norge as lender, with an outstanding amount of USD 60,000,000 on the date of this Agreement;

a margin loan facility agreement dated 28 June 2022 between the Borrower as borrower and Société Générale as lender, with the EUR equivalent of circa USD 108,424,500 outstanding on the date of this Agreement; or

a margin loan facility agreement dated 3 May 2023 between the Borrower as borrower and Crédit Agricole Corporate and Investment Bank as lender, with an outstanding amount of USD 54,830,000 outstanding on the date of this Agreement.

a cash collateral account and margin securities account pledge agreement dated 23 March 2022 between the Borrower as pledgor and KBC Bank NV as security trustee and account bank;

a share pledge agreement dated 23 March 2022 between the Borrower as pledgor and KBC Bank NV as security trustee, in respect of the shares in CMB.TECH Enterprises NV;

a cash collateral account and margin securities account pledge agreement dated 23 March 2022 between the Borrower as pledgor and Belfius Bank NV/SA as security trustee and account bank;

a share pledge agreement dated 23 March 2022 between the Borrower as pledgor and Belfius Bank NV/SA as security trustee, in respect of the shares in CMB.TECH Enterprises NV;

a cash collateral account and margin securities account pledge agreement dated 3 May 2022 between the Borrower as pledgor, Nordea Bank Abp Filial I Norge as security trustee and KBC Bank NV as account bank;

a cash collateral account and margin securities account pledge agreement dated 29 June 2022 between the Borrower as pledgor, Société Générale as security trustee and KBC Bank NV as account bank; and

a cash and share collateral accounts pledge agreement dated 5 May 2023 between the Borrower as pledgor and Crédit Agricole Corporate and Investment Bank as pledgee and security agent and KBC Bank NV as custodian bank.

sections 1471 to 1474 of the Code or any associated regulations;

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

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 government or any governmental or taxation authority in any other jurisdiction.

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), 1 July 2014; or

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 a deduction or withholding required by FATCA.

for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;

under any loan stock, bond, note or other security issued by the debtor;

under any acceptance credit, guarantee or letter of credit facility made available to the debtor;

under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;

under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or

under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (e) if the references to the debtor referred to the other person.

the CMB Cashflow Forecast;

the Euronav Cashflow Forecast; and

the Helios Combined Balance Sheet CMB-Euronav.

the shareholder loan commitment letter dated 7 October 2023 between Hemen Holding Limited and Frontfleet Ltd. (or its guaranteed nominees); and

the bank financing commitment letters:

dated 5 October 2023 between Crédit Agricole Corporate and Investment Bank and Frontfleet Ltd.(or its guaranteed nominees);

dated 5 October 2023 between Danske Bank and Frontfleet Ltd.(or its guaranteed nominees);

dated 5 October 2023 between DNB Bank ASA and Frontfleet Ltd. (or its guaranteed nominees);

dated 5 October 2023 between Standard Chartered Bank and Frontfleet Ltd. (or its guaranteed nominees);

dated 6 October 2023 between ABN AMRO Bank N.V. and Frontfleet Ltd. (or its guaranteed nominees);

dated 6 October 2023 between Citibank N.A., London Branch and Frontfleet Ltd. (or its guaranteed nominees);

dated 6 October 2023 between ING Bank N.V. and Frontfleet Ltd. (or its guaranteed nominees); and

dated 5 October 2023 between Skandinaviska Enskilda Banken AB (Publ) and Frontfleet Ltd. (or its guaranteed nominees).

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

the Agent or the Security Agent, as applicable, otherwise rescinds or repudiates a Finance Document;

(if the Agent or the Security Agent, as applicable, is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or

an Insolvency Event has occurred and is continuing with respect to the Agent or the Security Agent, as applicable;

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

the Agent or the Security Agent, as applicable, is disputing in good faith whether it is contractually obliged to make the payment in question.

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in accordance with Clause 2.2 (Increase) or Clause 23 (Changes to the Lenders),

held in Belgium by the Borrower with the Agent;

identified in a letter between the Borrower and the Agent as a Mandatory Prepayment Account;

subject to Security in favour of the Security Agent which Security is in form and substance satisfactory to the Finance Parties; and

from which no withdrawals may be made by any members of the Group except as contemplated by this Agreement,

Period

while an Event of Default has occurred and as long as it is continuing, the Margin for each Loan shall be the highest percentage per annum set out above; and

if at any time on or after 20 August 2024, the Total Commitments outstanding under this Agreement are less than:

USD 425,000,000, the Margin set out in the grid above shall be reduced by 0.50 per cent. per annum; or

USD 300,000,000, the Margin set out in the grid above shall be reduced by 0.75 per cent. per annum,

in relation to an Original Lender, the amount set opposite its name under the heading “Margin Loan Bridge Facility Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Margin Loan Bridge Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

in relation to any other Lender, the amount of any Margin Loan Bridge Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

the business, operations, property, assets, condition (financial or otherwise) or prospects of the Group and/or the Target Group as from the completion of the SPA Acquisition (as applicable) taken as a whole; or

the ability of the Borrower to perform its obligations under the Finance Documents; or

the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

in relation to the SPA Acquisition Bridge Facility, [intentionally left blank as at the Second Effective Date no more SPA Acquisition Bridge Facility Commitments are outstanding];

in relation to the Bid Acquisition Bridge Facility, 20 February 2025;

in relation to the Margin Loan Bridge Facility, [intentionally left blank as at the Second Effective Date no more Margin Loan Bridge Facility Commitments are outstanding]; and

in relation to the Reopening Acquisition Bridge Facility, 20 February 2025.

is agreed in writing by the Borrower and the Agent (acting on the instructions of the Majority Lenders);

specifies the relevant terms which are expressed in this Agreement to be determined by reference to Reference Rate Terms; and

has been made available to the Borrower and each Finance Party.

in relation to an Original Lender, the amount set opposite its name under the heading “Reopening Acquisition Bridge Facility Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Reopening Acquisition Bridge Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

in relation to any other Lender, the amount of any Reopening Acquisition Bridge Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

11.59 p.m. (in Brussels) on the date falling 5 Business Days after the Second Effective Date, if the formal filing with the FSMA of the Reopening has not been made by the Borrower by such time;

11.59 p.m. (in Brussels) on the Reopening Settlement Date;

the Reopening Expiry Date; and

31 January 2025,

any representation contained in Clause 19.18 (Sanctions) made or deemed to be made by the Borrower is or proves to have been incorrect or misleading when made or deemed to be made;

any undertaking in Clause 21.11 (Sanctions) including any information undertaking, relating to Sanctions is not complied with;

any Sanctions Relevant Person is or becomes a Sanctioned Person; and/or

an act or omission of a Sanctions Relevant Person or any other event relating to the Finance Documents which is likely to result in a Lender or any of its Affiliates violating any Sanctions or otherwise could result in a Lender or any of its Affiliates becoming a Sanctioned Person.

the Borrower, each member of the Group and/or the Target Group; and

each of their relevant directors, officers, affiliates, agents and employees (other than any crew members).

the expiry or the early termination of any applicable waiting period (or any extensions thereof) to consummation of the SPA Acquisition required under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, without any investigation or proceeding having been initiated;

Frontline plc confirming in writing to the Borrower that the Regulatory Condition under and as defined in the A-Fleet Acquisition Agreement has been satisfied or waived; and

the resolution by the Target’s shareholders’ meeting approving the conditionality of the transaction contemplated by the A-Fleet Acquisition Agreement on the closing under the Share Purchase Agreement pursuant to Article 7:151 of the Belgian Code of Companies and Associations having been filed with the clerk’s office of the business court in Antwerp.

in relation to an Original Lender, the amount set opposite its name under the heading “SPA Acquisition Bridge Facility Commitment” in Schedule 1 (The Original Lenders) and the amount of any other SPA Acquisition Bridge Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

in relation to any other Lender, the amount of any SPA Acquisition Bridge Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

Clause 22.1 (Non-payment);

Clause 22.6 (Insolvency);

Clause 22.7 (Insolvency proceedings);

Clause 22.8 (U.S. Bankruptcy Laws); and

paragraph (b) of Clause 22.10 (Unlawfulness).

the Bank Account and Securities Pledge Agreement, as supplemented by the Supplemental Letter; and

and any other document entered into by the Borrower creating or expressed to create Security over all or any part of its assets in respect of its obligations under any of the Finance Documents.

the proposed Transfer Date specified in the relevant Transfer Certificate; and

the date on which the Agent executes the relevant Transfer Certificate.

any requirement that any sale, assignment or other transfer or enforcement for such Pledged Target Shares be subject to any volume limitations or be consented to or approved by any person, including, without limitation, the Target or any other obligor thereon;

any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such Pledged Target Shares;

any requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document of any person to the issuer of, any other obligor on or any registrar or transfer agent for such Pledged Target Shares, prior to the sale, pledge, assignment or other transfer or enforcement of such Pledged Target Shares;

any registration or qualification requirement or prospectus delivery requirement for such Pledged Target Shares pursuant to any federal, state, local or foreign securities law (including, without limitation, any such requirement arising under Section 5 of the Securities Act, as a result of such Pledged Target Shares being a “restricted security” or the Borrower being an “affiliate” of the Target, as such terms are defined in Rule 144);

any condition to or restriction on the ability of a potential purchaser, assignee, pledgee or transferee to acquire such Pledged Target Shares from the holder thereof; and

any legend or other notification appearing on any certificate representing such Pledged Target Shares to the effect that any such condition or restriction exists,

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

Construction

Unless a contrary indication appears, any reference in this Agreement to:

the Agent, the Security Agent, the Arranger, the Coordinator, the Documentation Agent, the Issuing Bank, any Finance Party, any Lender, the Borrower or any Party shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

assets includes present and future properties, revenues and rights of every description;

a Finance Document or a Transaction Document or any other agreement or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

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;

a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

a provision of law is a reference to that provision as amended or re-enacted from time to time; and

a time of day is a reference to Brussels time.

Section, Clause and Schedule headings are for ease of reference only.

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 that Finance Document or notice as in this Agreement.

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.

A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

any replacement page of that information service which displays that rate; and

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

Any Reference Rate Supplement overrides anything in:

Schedule 12 (Reference Rate Terms); or

any earlier Reference Rate Supplement.

A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

Schedule 13 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 14 (Cumulative Compounded RFR Rate), as the case may be; or

any earlier Compounding Methodology Supplement.

A reference to “the date of this Agreement” means 20 November 2023.

Belgian terms

In this Agreement, where it relates to any Belgian entity or Security, a reference to:

gross negligence means zware fout/faute grave;

wilful misconduct means opzet/intention;

a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer includes any vereffeningsdeskundige/praticien de la liquidation, herstructureringsdeskundige/praticien de la réorganisation, curator/curateur, vereffenaar/liquidateur, gedelegeerd rechter/juge délégué, gerechtsmandataris/mandataire de justice, voorlopig bewindvoerder/administrateur provisoire, mandataris ad hoc/mandataire ad hoc, ondernemingsbemiddelaar/médiateur d’entreprise, as applicable;

a person being unable to pay its debts is that person being in a state of cessation of payments (staking van betaling/cessation de paiements);

a suspension of payments, moratorium of any indebtedness or reorganisation includes any of those terms in the context of any gerechtelijke reorganisatie/réorganisation judiciaire, overdracht onder gerechtelijk gezag/transfert sous autorité judiciaire, staking van betaling/cessation de paiements or any other legal proceeding based on Book XX, Title V/I (Insolventie van Ondernemingen/Insolvabilité des entreprises – Gerechtelijke reorganisatie / Réorganisation judiciaire) or Title V/II (Insolventie van Ondernemingen/Insolvabilité des entreprises – Overdracht onder gerechtelijk gezag/Transfert sous autorité judiciaire) of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique);

commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness includes any negotiations conducted with a view to reaching a settlement agreement (minnelijk akkoord/accord amiable) with one or more of its creditors pursuant to Book XX, Title IV (Minnelijk akkoord buiten gerechtelijke reorganisatie/Accord amiable hors réorganisation judiciaire), Book XX, Title V/1, Chapter 1 (Openbare gerechtelijke reorganisatie door een minnelijk akkoord/ Réorganisation judiciaire publique par accord amiable), or Book XX, Title V/1, Chapter 4, Section 2 (Besloten gerechtelijke reorganisatie door een minnellijk akkoord/Réorganisation judiciaire privée par accord amiable) of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique);

a composition, compromise, assignment or arrangement includes a settlement agreement outside judicial reorganisation (minnelijk akkoord buiten gerechtelijke reorganisatie/accord amiable hors réorganisation judiciaire), a judicial reorganisation (gerechtelijke reorganisatie/réorganisation judiciaire) (including openbare gerechtelijke reorganisatie door een minnelijk akkoord/réorganisation judiciaire publique par accord amiable, openbare gerechtelijke reorganisatie door een collectief akkoord/réorganisation judiciaire publique par un accord collectif, besloten gerechtelijke reorganisatie door een minnelijk akkoord/réorganisation judiciaire privée par accord amiable, or besloten gerechtelijke reorganisatie door een collectief akkoord/réorganisation judiciaire privée par un accord collectif), or a transfer under judicial authority (overdracht onder gerechtelijk gezag/transfert sous autorité judiciaire) pursuant to Book XX, Titles IV, V/I or V/II of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique), as applicable;

winding up, administration or dissolution includes any vereffening/liquidation, ontbinding/dissolution, faillissement/faillite, besloten voorbereiding van het faillissement/préparation privée d’une faillite and sluiting van een onderneming/fermeture d’une enterprise;

insolvency includes any insolventieprocedure/procedure d’insolvabilité, gerechtelijke reorganisatie/réorganisation judiciaire, overdracht onder gerechtelijk gezag/transfert sous autorité judiciaire, besloten voorbereiding van het faillissement/préparation privée d’une faillite faillissement/faillite and any other concurrence between creditors (samenloop van schuldeisers/concours des créanciers);

an expropriation, attachment, sequestration, distress, execution or analogous process includes any uitvoerend beslag/saisie exécutoire and bewarend beslag/saisie conservatoire;

an amalgamation, demerger, merger, consolidation or corporate reconstruction includes a overdracht van algemeenheid/transfert d’universalité, overdracht van bedrijfstak/transfert de branche d’activité, splitsing/scission and fusie/fusion and an assimilated transaction (gelijkgestelde verrichting/opération assimilée) in accordance with the Belgian Code of Companies and Associations;

a ship mortgage means a scheepshypotheek/hypothèque maritime;

the Belgian Civil Code means the Belgian oud Burgerlijk Wetboek/ancien Code Civil of 21 March 1804 and, with effect from its applicable effective date, the Belgian new Burgerlijk Wetboek/Code Civil introduced pursuant to the Wet van 13 april 2019 tot invoering van een Burgerlijk Wetboek en tot invoeging van boek 8 “Bewijs” in dat Wetboek/Loi de 13 avril 2019 portant création d’un Code civil et y insérant un livre 8 « La preuve », as amended from time to time;

the Belgian Code of Companies and Associations means the Belgian Wetboek van vennootschappen en verenigingen/Code des sociétés et des associations dated 23 March 2019, as amended from time to time;

constitutional documents means the incorporation deed and the most recently (coordinated) version of its articles of association;

the Royal Decree implementing the Belgian Income Tax Code means the Koninklijk Besluit tot uitvoering van het Wetboek van de inkomstenbelastingen 1992 /Arrêté royal d’exécution du Code des impôts sur les revenus 1992, as amended from time to time; and

an entity being incorporated in Belgium or of which its jurisdiction of incorporation is Belgium, means that such Borrower has its statutory seat in Belgium.

Each Party agrees to waive Article 5.74 of the Belgian Civil Code and agrees that it shall not be entitled to make any claim or exercise any rights under Article 5.74 of the Belgian Civil Code. Each Party agrees that this waiver and agreement applies to all Finance Documents governed by Belgian law.

To the extent Belgian law governs the Parties’ non-contractual obligations and to the fullest extent permitted by law, each Party expressly and irrevocably waives (for itself and on behalf of any of its Affiliates) any non-contractual claim or right it may have against each other Party pursuant to article 6.3, §1 of the Belgian Civil Code in respect of any breach by a Party of any of its obligations under the Finance Documents.

To the fullest extent permitted by law, each Party expressly and irrevocably waives (for itself and on behalf of any of its affiliates) any non-contractual claim and right it may have against any Auxiliaries of each other Party pursuant to article 6.3, §2 of the Belgian Civil Code in connection with the Finance Documents. For the purposes of hereof, “Auxiliary” means any person or entity who performs (in whole or in part) any obligation of a Party, is engaged in relation to the performance of any obligation under the Finance Documents, or represents a Party in connection with the Finance Documents (whether in its own name and/or for its own account, or in the name and/or for the account of a Party), including auxiliaries (“hulppersonen/auxiliaires”) of a Party as referred to in article 6.3, §2 of the Belgian Civil Code. This includes any affiliate, director, officer, board member, manager, employee, founder, member, partner, shareholder, associate, volunteer, agent, attorney, advisor or contractor of a Party. For the avoidance of doubt, this definition also includes any subsequent tiers of such auxiliaries, including any secondary, tertiary, or further removed auxiliaries, irrespective of their level or order in the chain of appointment.

Third Party Rights

Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act) to enforce or to enjoy the benefit of any term of this Agreement.

Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

Any person described in paragraph (b) of Clause 26.11 (Exclusion of liability) may, subject to this Clause 1.4 and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

THE FACILITIES

The Facilities

a term loan bridge facility in an aggregate amount equal to the Total SPA Acquisition Bridge Facility Commitments;

a term loan bridge facility in an aggregate amount equal to the Total Bid Acquisition Bridge Facility Commitments;

a term loan bridge facility in an aggregate amount equal to the Total Margin Loan Bridge Facility Commitments; and

a term loan bridge facility in an aggregate amount equal to the Total Reopening Acquisition Bridge Facility Commitments.

Increase

The Borrower may by giving prior notice to the Agent by no later than the date falling ten (10) Business Days after the effective date of a cancellation of:

the Available Commitments of a Defaulting Lender in accordance with paragraph (g) of Clause 9.13 (Right of replacement or repayment and cancellation in relation to a single Lender); or

the Commitments of a Lender in accordance with:

Clause 9.1 (Illegality); or

Paragraph (a) of Clause 9.13 (Right of replacement or repayment and cancellation in relation to a single Lender),

the increased Commitments will be assumed by one or more Eligible Institutions (each an Increase Lender) selected by the Borrower (each of which shall not be a member of the Group) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;

the Borrower and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Borrower and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

each Increase Lender shall become a Party as a Lender and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

the Commitments of the other Lenders shall continue in full force and effect; and

any increase in the Commitments relating to a Facility shall take effect on the date specified by the Borrower in the notice referred to above or any later date on which the conditions set out in paragraph (b) are satisfied.

An increase in the Commitments relating to a Facility will only be effective on:

the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; and

in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase, the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender. The Agent shall promptly notify the Borrower and the Increase Lender upon being so satisfied.

Each Increase Lender, by executing the Increase Confirmation, confirms (for avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

The Borrower shall, promptly on demand, pay the Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2 (Increase).

The Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 23.4 (Transfer fee) if the increase was a transfer pursuant to Clause 23.6 (Procedure for transfer) and if the Increase Lender was a New Lender.

The Borrower may pay to the Increase Lender a fee in the amount and at the times agreed between the Borrower and the Increase Lender in a letter between the Borrower and the Increase Lender setting out that fee. A reference in this Agreement to a Fee Letter shall include any letter referred to in this paragraph.

Neither the Agent nor any Lender shall have any obligation to find an Increase Lender and in no event shall any Lender whose Commitment is replaced by an Increase Lender be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

Clause 23.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

an Existing Lender were references to all the Lenders immediately prior to the relevant increase;

the New Lender were references to that Increase Lender; and

a re-transfer were references to a transfer.

Finance Parties’ rights and obligations

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 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 Finance Documents.

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 Finance Party from the Borrower shall be a separate and independent debt.

A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

Extension option

The Borrower may request that the Termination Date applicable to each of the Bid Acquisition Bridge Facility and the Reopening Acquisition Bridge Facility be extended, subject to the terms of this Clause 2.4, by delivering to the Agent an Extension Request not less than 5 Business Days before the Original Termination Date, for a further period of six (6) Months (the Extension) (the Extended Termination Date).

Following the delivery of an Extension Request in accordance with paragraph (a) above, the Termination Date applicable to each of the Bid Acquisition Bridge Facility and the Reopening Acquisition Bridge Facility will be extended by the Extension provided that:

no Default has occurred and is then continuing or would occur as a result of the Extension;

at the time of delivery of the Extension Request and at the Original Termination Date, the Repeating Representations to be made by the Borrower are correct in all material respects; and

the Borrower has paid three (3) days before the Original Termination Date to the Agent (for the account of the Lenders pro rata) an extension fee equal to:

in case the Total Commitments outstanding under this Agreement at the date on which the extension fee is paid are equal to or more than USD 300,000,000, 0.50 per cent. of the aggregate amount of the Total Commitments being extended; and

in case the Total Commitments outstanding under this Agreement at the date on which the extension fee is paid are less than USD 300,000,000, 0.25 per cent. of the aggregate amount of the Total Commitments being extended.

The Extension always applies to each of the Bid Acquisition Bridge Facility and the Reopening Acquisition Bridge Facility.

An Extension Request shall be irrevocable.

The Agent shall promptly notify each Lender of any such Extension Request.

PURPOSE

Purpose

The Borrower shall apply all amounts borrowed by it under the SPA Acquisition Bridge Facility towards:

the financing of the SPA Acquisition; and

the financing of the SPA Bid Costs.

The Borrower shall apply all amounts borrowed by it under the Bid Acquisition Bridge Facility towards:

the financing of the Bid Acquisition; and

the financing of the Bid Costs.

The Borrower shall apply all amounts borrowed by it under the Margin Loan Bridge Facility towards the refinancing of any Financial Indebtedness outstanding under the Existing Margin Loan Facilities Agreements.

The Borrower shall apply all amounts borrowed by it under the Reopening Acquisition Bridge Facility towards:

the financing of the Reopening Acquisition; and

the financing of the Reopening Costs.

Monitoring

CONDITIONS OF UTILISATION

Initial conditions precedent

The Borrower may not:

request the Issuing Bank to issue a Bid Certificate pursuant to Clause 5.1 (Delivery of a request for a Bid Certificate), unless the Agent has received all of the Initial Conditions Precedent in form and substance satisfactory to the Agent and the SPA Closing Date has occurred; and

deliver a Utilisation Request, and the Lenders will not be obliged to comply with Clause 7.4 (Lenders’ participation) in relation to any Loan, unless on or before the Utilisation Date for that utilisation the Agent has received the following conditions precedent in form and substance satisfactory to the Agent:

in relation to the Margin Loan Bridge Facility Loan: the Initial Conditions Precedent and the Refinancing Conditions Precedent;

in relation to a SPA Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the SPA Conditions Precedent;

in relation to a Bid Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the Bid Conditions Precedent; and

in relation to a Reopening Acquisition Bridge Facility Loan: the Reopening Conditions Precedent.

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 (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Further conditions precedent for the Margin Loan Bridge Facility Loan and the SPA Acquisition Bridge Facility Loan

no Default is continuing or would result from the proposed Loan;

no Sanctions Event is continuing or would result from the proposed Loan; and

the Repeating Representations to be made by the Borrower are true in all material respects.

Maximum number of Loans

The Borrower may not deliver a Utilisation Request if as a result of the proposed Loan:

more than 2 SPA Acquisition Bridge Facility Loans would be outstanding;

more than 2 Bid Acquisition Bridge Facility Loans would be outstanding;

more than 2 Margin Loan Bridge Facility Loans would be outstanding; or

more than 1 Reopening Acquisition Bridge Facility Loans would be outstanding.

The Borrower may not request that a Loan be divided.

Bid Acquisition Bridge Facility Loans during the Certain Funds Period

During the Certain Funds Period and notwithstanding any provision in the Finance Documents to the contrary, a Lender is not entitled to:

refuse to participate in or make available any Bid Acquisition Bridge Facility Loan;

cancel any of its Bid Acquisition Bridge Facility Commitments to the extent to do so would prevent or limit the making of a Bid Acquisition Bridge Facility Loan;

rescind, terminate or cancel the Finance Documents or exercise any similar right or remedy or make or take any action or make or enforce any claim under or in respect of any Finance Document it may have in respect of the Bid Acquisition Bridge Facility to the extent to do so would prevent or limit the making of a Bid Acquisition Bridge Facility Loan;

exercise any right of set-off or counterclaim or similar right or remedy in respect of any Bid Acquisition Bridge Facility Loan; or

cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document of any Bid Acquisition Bridge Facility Loan,

The Finance Parties agree that the utilisation of the Bid Acquisition Bridge Facility during the Certain Funds Period will only be subject to the Certain Funds Provision and during the Certain Funds Period no rights will be exercised by any Lender, the Agent or any other Finance Party or otherwise (such as rights of rescission) which could affect the making of a Bid Acquisition Bridge Facility Loan or its application other than as expressly contemplated above.

Immediately upon the expiry of the Certain Funds Period, all such rights, remedies and entitlements shall be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

Reopening Acquisition Bridge Facility Loans during the Reopening Certain Funds Period

During the Reopening Certain Funds Period and notwithstanding any provision in the Finance Documents to the contrary, a Lender is not entitled to:

refuse to participate in or make available any Reopening Acquisition Bridge Facility Loan;

cancel any of its Reopening Acquisition Bridge Facility Commitments to the extent to do so would prevent or limit the making of a Reopening Acquisition Bridge Facility Loan;

rescind, terminate or cancel the Finance Documents or exercise any similar right or remedy or make or take any action or make or enforce any claim under or in respect of any Finance Document it may have in respect of the Reopening Acquisition Bridge Facility to the extent to do so would prevent or limit the making of a Reopening Acquisition Bridge Facility Loan;

exercise any right of set-off or counterclaim or similar right or remedy in respect of any Reopening Acquisition Bridge Facility Loan; or

cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document of any Reopening Acquisition Bridge Facility Loan,

The Finance Parties agree that the utilisation of the Reopening Acquisition Bridge Facility during the Reopening Certain Funds Period will only be subject to the Reopening Certain Funds Provision and during the Reopening Certain Funds Period no rights will be exercised by any Lender, the Agent or any other Finance Party or otherwise (such as rights of rescission) which could affect the making of a Reopening Acquisition Bridge Facility Loan or its application other than as expressly contemplated above.

Immediately upon the expiry of the Reopening Certain Funds Period, all such rights, remedies and entitlements shall be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the Reopening Certain Funds Period.

BID CERTIFICATE

Delivery of a request for a Bid Certificate

During the Certain Funds Period, the Borrower may, if it gives the Issuing Bank not less than one Business Day notice by delivering to the Issuing Bank a Bid Certificate Request, request the Issuing Bank to issue a Bid Certificate.

The Borrower may submit more than one Bid Certificate Request it being understood that the aggregate amount of Bid Certificates issued should not exceed the Bid Acquisition Bridge Facility Commitments.

A Bid Certificate Request is irrevocable and will not be regarded as having been duly given unless:

it specifies that it is for a Bid Certificate;

the proposed issue date for the Bid Certificate is a Business Day within the Availability Period applicable to the Bid Acquisition Bridge Facility; and

the aggregate amount of the proposed Bid Certificate must be an amount in USD which does not exceed the Available Facility in relation to the Bid Acquisition Bridge Facility Commitment.

Issue of a Bid Certificate

REOPENING CERTIFICATE

Delivery of a request for a Reopening Certificate

During the Reopening Certain Funds Period, the Borrower may, by delivering to the Issuing Bank a Reopening Certificate Request, request the Issuing Bank to issue a Reopening Certificate.

A Reopening Certificate Request is irrevocable and will not be regarded as having been duly given unless:

it specifies that it is for a Reopening Certificate;

the proposed issue date for the Reopening Certificate is a Business Day within the Availability Period applicable to the Reopening Acquisition Bridge Facility; and

the aggregate amount of the proposed Reopening Certificate must be an amount in USD which does not exceed the Available Facility in relation to the Reopening Acquisition Bridge Facility Commitment.

Issue of a Reopening Certificate

UTILISATION

Delivery of a Utilisation Request

Completion of a Utilisation Request

Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

it identifies the Facility to be utilised;

the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

the currency and amount of the Loan comply with Clause 7.3 (Currency); and

the proposed Interest Period complies with Clause 11 (Interest Periods).

Only one Loan may be requested in each Utilisation Request.

Currency

Lenders’ participation

If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

The Agent shall notify each Lender of the amount of each Loan, the amount of its participation in that Loan, in each case by the Specified Time.

Limitation on Loans

on the first Utilisation Date; and

provided that:

the SPA Acquisition Bridge Facility Loan has been utilised simultaneously; and

the amount of the Margin Loan Bridge Facility Loan does not exceed the outstanding Financial Indebtedness under the Existing Margin Loan Facilities Agreements.

Cancellation of Commitments

REPAYMENT

PREPAYMENT AND CANCELLATION

Illegality

that Lender shall promptly notify the Agent upon becoming aware of that event;

upon the Agent notifying the Borrower, each Available Commitment of that Lender will be immediately cancelled; and

to the extent that the Lender’s participation has not been transferred pursuant to paragraph (d) of Clause 9.13 (Right of replacement or repayment and cancellation in relation to a single Lender), the Borrower shall repay that Lender’s participation in the Loans on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment(s) shall immediately be cancelled in the amount of the participations repaid.

Sanctions

the Borrower or the relevant Lender upon becoming aware of such event shall promptly notify the Agent thereof, which shall promptly thereafter notify each Lender and the Borrower as relevant thereof;

no Lender shall be obliged to participate in any Loan; and

each Lender may at any time by notice to the Agent and the Borrower;

cancel its Commitment(s) with immediate effect; and

may also to the extent that the Lender’s participation has not been transferred pursuant to paragraph (d) of Clause 9.13 (Right of replacement or repayment and cancellation in relation to a single Lender) by such notice demand the Borrower to immediately repay that Lender’s participation in the Loans together with accrued interest, and all other amounts accrued to it under the Finance Documents at the date, specified by the Lender in the notice delivered to the Agent and the Borrower, on the date specified by the Lender in the notice delivered to the Agent (being, no earlier than five (5) Business Days before the last day of any applicable grace period permitted by law including any general license or other exception to Sanctions).

Change of control

the Borrower shall promptly notify the Agent upon becoming aware of that event;

a Lender shall not be obliged to fund a Loan; and

the Facilities will be cancelled and all outstanding Loans, together with accrued interest, and all other amounts due under the Finance Documents, shall become immediately due and payable.

Mandatory Prepayment – Distributions

Subject to paragraphs (b) and (c) below, if the Borrower receives any Distribution from the Target, the Borrower shall prepay the Loans, in accordance with Clause 9.9 (Application of mandatory prepayments and cancellations) together with accrued interest on the amount prepaid and any related Break Costs, promptly after the date of receipt of such Distribution, in an amount equal to the amount of the Distribution.

Paragraph (a) above shall not be applicable to:

any Distribution reserved and subsequently utilised between the date of this Agreement and the SPA Closing Date for purposes of repaying or prepaying any Financial Indebtedness under any Existing Margin Loan Facilities Agreement in accordance with the terms of the relevant Existing Margin Loan Facilities Agreement; and

any Distribution paid into the Mandatory Prepayment Account promptly after the date of receipt of such Distribution in an amount at the discretion of the Borrower, but so that the amount standing to the credit of the Mandatory Prepayment Account does not exceed USD 30,000,000 at any time, and to be applied by the Agent in accordance with paragraph (a)(i) of Clause 9.10 (Mandatory Prepayment Account).

The Borrower shall ensure that the proceeds of any Distribution received between the SPA Closing Date and the Bid Closing Date and which are in excess of a full repayment of the SPA Acquisition Bridge Facility and the Margin Loan Bridge Facility are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by the Borrower.

Mandatory Prepayment – Disposal Proceeds

For the purposes of this Clause 9.5:

any reasonable expenses which are incurred by any member of the Group with respect to that Disposal to persons who are not members of the Group, after repayment of Financial Indebtedness in relation to any existing financing of the asset that is disposed;

any Tax incurred and required to be paid by the seller in connection with that Disposal (as reasonably determined by the seller, on the basis of existing rates and taking account of any available credit, deduction or allowance); and

the proceeds from any mandatory prepayment otherwise required under this Agreement (including but not limited to the mandatory prepayment under Clause 9.6 (Mandatory Prepayment – Permitted CMB.TECH Sale and Permitted Euronav Sale)).

The Borrower shall prepay (and shall procure that the Disposal Proceeds received by any member of the Group are up-streamed to the Borrower to prepay) the Loans, in accordance with Clause 9.9 (Application of mandatory prepayments and cancellations) together with accrued interest on the amount prepaid and any related Break Costs, in an amount equal to the following amounts, promptly after the date of receipt of such Disposal Proceeds:

if the Pro Forma Available Cash is more than USD 80,000,000, up to 100% of Disposal Proceeds provided that the Available Cash immediately following such prepayment does not fall below USD 80,000,000; and

for the avoidance of doubt, if the Pro Forma Available Cash is equal to or less than USD 80,000,000, 0% of Disposal Proceeds.

Mandatory Prepayment – Permitted CMB.TECH Sale and Permitted Euronav Sale

Subject to paragraph (b) below, the Borrower shall prepay the Loans, in accordance with Clause 9.9 (Application of mandatory prepayments and cancellations) together with accrued interest on the amount prepaid and any related Break Costs, promptly after the date of receipt of such cash proceeds, in an amount equal to the amount of the cash proceeds that are effectively received as a result of a Permitted CMB.TECH Sale and/or Permitted Euronav Sale.

Paragraph (a) above shall not be applicable to any cash proceeds that are effectively received as a result of a Permitted CMB.TECH Sale and/or Permitted Euronav Sale and are paid into the Mandatory Prepayment Account promptly after the date of receipt of such cash proceeds in an amount at the discretion of the Borrower, but so that the amount standing to the credit of the Mandatory Prepayment Account does not exceed USD 30,000,000 at any time, and to be applied by the Agent in accordance with paragraph (a)(i) of Clause 9.10 (Mandatory Prepayment Account).

Mandatory Prepayment – Acquisition Proceeds

For the purposes of this Clause 9.7:

any reasonable expenses which are incurred by any member of the Group to persons who are not members of the Group; and

any Tax incurred and required to be paid by a member of the Group (as reasonably determined by the relevant member of the Group on the basis of existing rates and taking into account any available credit, deduction or allowance),

to satisfy (or reimburse a member of the Group which has discharged) any liability, charge or claim upon a member of the Group by a person which is not a member of the Group; or

in the replacement, reinstatement and/or repair of assets of members of the Group which have been lost, destroyed or damaged,

The Borrower shall prepay the Loans, in accordance with Clause 9.9 (Application of mandatory prepayments and cancellations) together with accrued interest on the amount prepaid and any related Break Costs, in an amount equal to the amount of the Acquisition Proceeds, promptly after the date of receipt of such Acquisition Proceeds.

Mandatory Prepayment – Exchangeable Bond Proceeds

For the purposes of this Clause 9.8:

The Borrower shall prepay the Loans, in accordance with Clause 9.9 (Application of mandatory prepayments and cancellations) together with accrued interest on the amount prepaid and any related Break Costs, promptly after the date of receipt of such cash proceeds, in an amount equal to the amount of the Exchangeable Bond Proceeds.

Application of mandatory prepayments and cancellations

A prepayment under Clause 9.4 (Mandatory Prepayment – Distributions), Clause 9.5 (Mandatory Prepayment – Disposal Proceeds), Clause 9.6 (Mandatory Prepayment – Permitted CMB.TECH Sale and Permitted Euronav Sale), Clause 9.7 (Mandatory Prepayment – Acquisition Proceeds) and Clause 9.8 (Mandatory Prepayment – Exchangeable Bond Proceeds) shall be applied to prepay the SPA Acquisition Bridge Facility Loan and Margin Loan Bridge Facility Loan pro rata and, when all SPA Acquisition Bridge Facility Loans and Margin Loan Bridge Facility Loans have been prepaid in full, to prepay the Bid Acquisition Bridge Facility Loan and the Reopening Acquisition Bridge Facility Loan pro rata.

Amounts required to be applied in accordance with this Clause shall be applied in the following order:

first, in cancellation of Available Commitments (and the Available Commitment of the Lenders will be cancelled rateably); and

secondly, in prepayment of Loans and cancellation of Commitments.

Mandatory Prepayment Account

The Borrower irrevocably authorises the Agent to apply:

the amounts credited to the Mandatory Prepayment Account under paragraph (b)(ii) of Clause 9.4 (Mandatory Prepayment – Distributions) and paragraph (b) of Clause 9.6 (Mandatory Prepayment – Permitted CMB.TECH Sale and Permitted Euronav Sale) to pay any interest, duration fee, ticking fees or extension fees due under this Agreement at their respective due date, and any surplus will be applied to make the mandatory prepayments as referred to in paragraph (a) of Clause 9.4 (Mandatory Prepayment – Distributions) and paragraph (a) of Clause 9.6 (Mandatory Prepayment – Permitted CMB.TECH Sale and Permitted Euronav Sale) on the Termination Date; and

the amounts credited to the Mandatory Prepayment Account under paragraph (c) of Clause 9.4 (Mandatory Prepayment – Distributions) to make the mandatory prepayments as referred to in paragraph (a) of Clause 9.4 (Mandatory Prepayment – Distributions) on the Bid Closing Date immediately after the first utilisation under the Bid Acquisition Bridge Facility.

The Agent acknowledges and agrees that (i) interest shall accrue at normal commercial rates on amounts credited to those accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a Default is continuing and (ii) each such account is subject to the Transaction Security.

Voluntary cancellation

The Borrower may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of USD 5,000,000) of the SPA Acquisition Bridge Facility or the Margin Loan Bridge Facility.

No earlier than the day upon which a Bid Certificate is issued, the Borrower may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part of the Bid Acquisition Bridge Facility which exceeds the amount mentioned in the Bid Certificate.

No earlier than the day upon which a Reopening Certificate is issued, the Borrower may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part of the Reopening Acquisition Bridge Facility which exceeds the amount mentioned in the Reopening Certificate.

Any cancellation under this Clause 9.11 shall reduce the Commitments of the Lenders rateably.

Voluntary prepayment

The Borrower may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of any Loan (but, if in part, being an amount that reduces the amount of the outstanding Loan by a minimum amount of USD 5,000,000).

A Loan may only be prepaid after the last day of the Availability Period for the Applicable Facility (or, if earlier, the day on which the applicable Available Facility is zero).

Right of replacement or repayment and cancellation in relation to a single Lender

If:

any sum payable to any Lender by the Borrower is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up); or

any Lender claims indemnification from the Borrower under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs),

On receipt of a notice of cancellation referred to in paragraph (a) above, the Available Commitment(s) of that Lender shall be immediately reduced to zero.

On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in that Loan and that Lender’s corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.

If:

any of the circumstances set out in paragraph (a) above apply to a Lender; or

the Borrower becomes obliged to pay any amount in accordance with Clause 9.1 (Illegality) to any Lender,

The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:

the Borrower shall have no right to replace the Agent;

neither the Agent nor any Lender shall have any obligation to find a replacement Lender;

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; and

the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

A Lender shall perform the checks described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting lender, give the Agent ten (10) Business Days’ notice of cancellation of each Available Commitment of that Lender.

On the notice referred to in paragraph (i) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately by reduced to zero.

The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.

Restrictions

Any notice of cancellation or prepayment given by any Party under this Clause 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

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, except for a prepayment under paragraph (a) of Clause 9.4 (Mandatory Prepayment – Distributions), paragraph (b) of Clause 9.5 (Mandatory Prepayment – Disposal Proceeds), paragraph (a) of Clause 9.6 (Mandatory Prepayment – Permitted CMB.TECH Sale and Permitted Euronav Sale), paragraph (b) of Clause 9.7 (Mandatory Prepayment – Acquisition Proceeds) or paragraph (b) of Clause 9.8 (Mandatory Prepayment – Exchangeable Bond Proceeds) whereby the amount prepaid shall include principal, accrued interest on the principal prepaid and any relevant Break Costs.

The Borrower may not re-borrow any part of a Facility which is prepaid.

The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If the Agent receives a notice under this Clause 9 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.