Monteney UK Limited

252 Sandycombe Road, Kew,

Surrey, TW9 3NP, United
Kingdom

16th March 2017

Partner: Vigilin Capital Ltd

Reg:
223, Regent Street, London W1B 2QD
Advisor: Davenhill Corporation SA
Reg: 10217
C/o it’s Agent CODIR CO, Fortunagasse 18, 8001 Zurich, Switzerland
Operator: Monteney UK Limited
Reg: 07832457
252, Sandycombe Road, Kew, Surrey TW9 3NP
Arranging Bank: Expo Bank
Kr. Valdemara 19
Riga, LV-1010, Latvia
Facility & Purpose: Raising a SBLC in the sum of $100 and making available credit line
in Monteney UK Limited bank account at Expo Bank, Riga branch,
Republic of Latvia, for purposes of Vessel Purchase and Credit
Enhancement
Total Facility USD 100 million (One Hundred Million United States Dollars)
Amount
Facilitator Phoenix CTC Limited
Reg: 2012913
Embleton, 28 Christchurch Crescent, Radlett, Herts, WD78AJ
Partner Facility Total of USD 65 million (equivalent of 65% of face value of Total
Amount Facility Amount).

Instrument Cost 8% of Face Value of Instrument

Arrangement Fee USD 500,000 payable initially to Operator for securing the Stand By
Letter Of Credit from Alpha Bank. Total fee shall be USD 5 million,
(5%) payable to the Operator as per the instruction of its Agent
immediately upon activation of facility and to be drawn down in one
tranche from Investment Facility 1 as below with an adjustment for
the initial fees paid.
Commitment Fee USD 50,000 payable to the Facilitator upon signing of this
Agreement
Facilitator Fee 2 per cent of amount Drawn under the facility payable immediately
upon Drawdown
Account Charges To be included in the Arrangement Fee
Availability Investment Facility 1: USD 20 million as secured credit line at
Arranging Bank 5 days after facility activation.
Investment Facility 2: USD 20 million as secured credit line at
Arranging Bank 10 days after facility activation.
Investment Facility 3: USD 25 million as secured credit line at
Arranging Bank 15 days after facility activation.
Bank Interest Libor + 5 % (TBC)
Final Maturity Date 12 calendar months and 1 day after facility activation
 Tenor and Return of unleveraged and unliened facility 2 working days before
expiry of final maturity date, unless otherwise agreed.
Repayment:
Security USD 100 million Stand By Letter of Credit issued in the name of the
Operator on behalf of the Partner in the United Kingdom by the Alpha
bank delivered via SWIFT to the counters of the Arranging Bank as per
verbiage and requirements of the Arranging bank until final maturity
date, which can be drawn down without notice and or without contest
irrevocably in case partner defaults on any of his responsibilities as per
this agreement.

Investment Returns

Other Terms & Conditions

Withdrawals: The Partner is allowed to make withdrawals from the Investment

Facility 1, 2 and 3 as long as all terms are met as per this agreement.
The Partner is responsible at all times for any withdrawals including
any fees and charges as detailed herein, and the Operator has right to
make good any withdrawals by drawing on the Blocked Funds at any
time by giving 5 days-notice in case of any default. Any assets
purchased from the proceed of the facility is automatically subject
to a lien in favour of the Arranging Bank.
Documentation: The Facility is documented within this “Facility Agreement” and
largely in the form acceptable to both the Operator and Partner as
introduced by the Advisor based on normal acceptable appropriated
due diligence; including (but not limited to) conditions precedents,
events of default, cross default, representation and warranties, positive
and negative undertakings, negative pledge (To be modified), waiver of
consequential damages, financial covenants, increased costs, and
indemnities.
End-Use Certificate N/A
Representations: The Partner will make representations and warranties which are
customarily required to be made for a Facility and transaction of this
nature, including but not limited to each of the following
representations, on the date of the Agreement:
a. status;
b. binding obligations;
c. non-conflict with other obligations;
d. power and authority;
e. validity and admissibility in evidence
f. governing law and enforcement;
g. no deduction of Tax ;
h. no filing or stamp taxes
i. good title to assets ;
j. no default;
k. payment of taxes;
l. no misleading information;
m. no breach of laws;
n. compliance with Environmental Laws;
o. no proceedings pending or threatened that are reasonably
expected to have a Material Adverse Effect;
p. legal and beneficial ownership;
q. completeness and accuracy of financial statements;

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 r. legal and Beneficial Ownership and
s. Provide an undertaking to the Lender that all required regulatory
approvals in connection with this transaction have been complied
with or shall be complied with as and when required in
accordance time available under relevant statue / law;

The above are indicative and can be defined if required.

Information The Partner shall supply each of the following:
Undertakings a) Details of any litigation, arbitration or administrative proceedings which
could reasonably be expected to have a material adverse effect;
b) notification of any default or event of default;
c) such other information regarding the financial condition, business and
operations of the Partner or their subsidiaries as any assigned party
may reasonably request; and
d) All documents and other evidence reasonably requested by the
Agent/Advisor or a Lender to carry out and be satisfied with all
necessary "know your customer" or other checks.

The financial statements submitted to the Lenders shall be prepared in

accordance with UK GAAP / IFRS / Other Acceptable GAAP.

The above are indicative and can be defined if required.

Option: The Operator gives the exclusive right to the Partner to roll over the facility
for a further 12 calendar months by giving 30 days’ notice before the final
maturity date with all terms including fees and any agreed charges
remaining the same.

General The Operator shall give general undertakings that are customary for a
Undertakings: Facility and transaction of this nature including (but not limited to):
a) authorizations;
b) compliance with laws;
c) negative pledge (to be modified), Operator not to create Pledge on
facility for any Borrowing other than amounts borrowed by Partner;
d) restriction on merger;
e) no change of business or management excluding professionals;
f) environmental undertakings;
g) perfection of Security;
h) taxation;
i) arm’s length basis
j) not carry on any business on the facility (s) other than those
requested by the Partner;
k) Disposals other than to Partner on the Facility(s);
l) Loans or Credits on the Facility(s) other than those asked by
Partner;
m) no Guarantees and Indemnities other than those requested by the
Partner;
n) dividends and Share Redemption if any on the Facility(s) ;
o) ODI filing;
p) intellectual property; and
q) No financial indebtedness other than that requested by the Partner.
The above are indicative and can be defined if required.
Events of Default: The Agreement will contain Events of Default which are customarily
required to be made for a Facility and transaction of this nature including
(but not limited to):
a) non-payment;
b) any financial covenant not satisfied;

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 c) failure to comply with any other obligation subject to agreed remedy
periods if capable of remedy;
d) misrepresentation;
e) cross default in excess of USD 1 million;
f) insolvency and related events;
g) nationalisation or expropriation;
h) change of control;
i) cessation of principal business;
j) unlawfulness;
k) repudiation;
l) moratorium;
m) failure to comply with any requirement of the arranging bank
n) material adverse change; and
o) Non creation of security within envisaged time frame/ Security ceases
to be in full force and effect.
Condition a) A copy of following satisfactory due diligence report on the Partner :-
precedent to i. Tax due diligence (including possibility of tax deduction for
signing profit share and or transfer of ownership);
ii. Legal due diligence.
Conditions The Partner may not deliver a utilization request unless the Operator has
Precedent to first received all the documents and other evidence listed in and appearing to
drawdown comply with the Conditions Precedent which are customarily required to be
provided for a Facility and transaction of this nature including (but not
limited to):
a) constitutional documents of the Partner;
b) resolution of board of directors and where applicable, the relevant
shareholders of each of the borrow and parent, only if required;
c) specimen signatures;
d) certification of copy documents and executed originals of each finance
document;
e) satisfactory legal opinions of the legal advisers including among others
enforceability of terms of sanction;
f) evidence of payment of all fees, costs and expenses that are due from
the Owner under the Agreement;
g) confirmation of legal counsels that the capitalisation, approved
borrowing powers and authorisation are in line with proposed
transaction;
h) All documentation in respect of the Facility;
i) No actual or potential Event of Default is continuing or would result
from the proposed utilization;
j) Registration of Operator’s claim on all official media with respect to the
blocked funds.
Operator a) To maintain Partner registration and any other reasonable
Undertaking: requirements;
b) Not to permit any disposal or closure of the facility.
The above Undertakings would be ongoing for the tenor of the Facility
and shall be submitted to before the utilization of the Facility.
Costs and All costs including any advance fees as per the Agreement and
Expenses: expenses (including legal fees) reasonably incurred in connection with
the preparation, negotiation, printing, execution of the Agreement and
any other document referred to in it and all VAT or similar tax thereon,
shall be paid by the Partner promptly on demand whether or not this
Agreement is signed. The Partner shall be responsible for its own legal
costs.

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Governing Law, All definitions and interpretations to be according with common
Dispute Settlement definition as per the English Language and any latest understandings
& Language: therein unless otherwise stipulated in this Agreement. Where business
days are referred to this implies normal working days and hours as per
common practice in Riga, Latvia. This Agreement and any subsequent
Addendum and Contracts if any shall be in the English Language. All
disputes and differences which may arise out of the agreement or in
connection with same, if not settled amicably, will finally be settled and
be governed and construed, inclusive of any definitions in accordance
with English Law. Any claims or disputes arising out of or in connection
with this Contract shall be subject to the exclusive jurisdiction of the
English courts with the losing party bearing all costs and expenses and
with any and all judgment’s being enforceable in any jurisdiction. No
Force Majeure to apply. Arbitration if agreed to will be under a 3 bench
Arbitrators panel comprised of 1 arbitrator nominated by each party
and a one independent Arbitrator. Place of Arbitration will be in
London, United Kingdom. The award shall be final and binding upon
the parties and shall not be contested in any Court. All other
documents shall be as applicable under the respective laws of domicile
of the Arranging Bank.
Notices: All Notices between the parties will be managed by the undersigned
and will be in the English Language.

Other terms:

• The Operator and Partner shall comply with all conditions precedent stipulated in the
sanction before any request for release of the facility.
• The financial covenants stipulated shall be tested periodically.
• Electronic copies of this agreement transmitted via email will be accepted as equivalent
to originals.
• The Parties, their associates and their employees will maintain complete confidentiality
regarding each other’s business sources and or their affiliates as well as the nature and
manner and forms of the other party’s business dealings and of any ideas, proposals,
technical information of details, without express written permission of the party who
made the source available and or introduced, unless obliged by law.
• The Agreement between the Parties herein represents a relationship on the basis of non-
solicitation for any sources and or associations as introduced by the other Party and
implies that a Party shall not circumvent or attempt to circumvent the other Party in
respect of any matters or proposals or marketing initiatives or business proposals related
to the business as introduced by the other Party in connection to the Transaction, and
Both Parties and their associates shall not disclose the names and contact details
(including email, telephone, telefax numbers) of any contact revealed to them by the
other Party to any third parties or to use such information for any direct business
relationship, transactions or negotiations.
• This Agreement is valid and binding upon all parties for a minimum period up to 31st
March 2018. The Agreement will be automatically extended for 5 calendar years from 1st
January 2019 unless either party has given a written notice of termination to the other
latest by 15th March 2018.

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$100m RWA and BG issuing Bank:

Bank name: Alpha Bank

Bank address:
Account name:
Acount officer:

Receiving Bank:

Coutts Bank, UK
Monteney UK Ltd.
Xxxxxxxxxxxxxxxx
Xxxxxxxxxxxxxxxx
Xxxxxxxxxxxxxxxxx

Nominated Bank to receive LTV Payment:

Bank Name:
Bank Address:
SWIFT Code:
Account Holder:
Account Number:
Bank Officer:

Yours faithfully

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Managing Director
Monteney UK Limited

Confirmed & Accepted

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Chief Executive Officer

Witnessed By

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Authorised Signatory
Davenhill Corporation SA