Euronav MI II S1/A IPO registration (amended) | GNRT 15 Jun 15

Exhibit 10.154

NORDEA BANK FINLAND PLC, NEW YORK BRANCH
437 Madison Avenue, 21st Floor
New York, New York 10022

CITIBANK, N.A.
390 Greenwich Street
New York, New York 10013

DNB MARKETS, INC.
DNB CAPITAL LLC
200 Park Avenue, 31st Floor
New York, New York 10166

DVB BANK SE
Platz der Republik 6
0325 Frankfurt, Germany

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
Kungsträdgårdsgatan 8,
106 40, Stockholm, Sweden

CONFIDENTIAL

June 12, 2015

Gener8 Maritime, Inc. (f/k/a General Maritime Corporation)
299 Park Avenue

New York, New York 10171-0002

Attention: Leonidas J. Vrondissis, Chief Financial Officer and Executive Vice President

Re: Commitment Letter — up to $1,912,491,200 of Senior Secured Credit Facilities

Ladies and Gentlemen:

You have informed Nordea Bank Finland plc, New York Branch (“Nordea”), Citi (as defined below), DNB Markets, Inc. (“DNB Markets”), DNB Capital LLC (“DNB Lender”), DVB Bank SE (“DVB”), and Skandinaviska Enskilda Banken AB (publ) (“SEB” and together with Nordea, Citi, DNB Markets and DVB, the “Mandated Lead Arrangers”, “we” or “us”) that Gener8 Maritime, Inc. (f/k/a General Maritime Corporation), a Marshall Islands corporation (the “Parent” and, together with its subsidiaries and affiliates, the “Group”), intends to (A) refinance all existing indebtedness of the Parent and its subsidiaries pursuant to (x) a senior secured credit agreement in the original principal amount of $508,977,537 dated as of May 17, 2012 (as amended) with Nordea as Administrative Agent and (y) a senior secured credit facility in the original principal amount of $273,802,583 dated as of May 17, 2012 (as amended) with Nordea as Administrative Agent (together, the “Existing Credit Agreements”) with the proceeds of the Commercial Credit Facility (as defined below); and (B) allow certain of its wholly-owned subsidiaries to incur indebtedness pursuant to (x) the Sinosure Credit Facility (as defined below) and (y) the Korean ECA Credit Facility (as defined below and, together with the Commercial Credit Facility and the Sinosure Facility, the “Senior Secured Credit Facilities”). The transactions contemplated hereby are collectively referred to herein as the “Transactions”.

For the purposes of this Commitment Letter (as defined below) (a) “Citi” means Citibank N.A., Citigroup Global Markets Limited, Citigroup Global Markets Inc., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as may be appropriate to consummate the transactions contemplated herein; (b) “Commercial Credit Facility” means a senior secured credit facility up to an amount and on the terms and conditions set forth in the term sheet attached hereto as Annex I (the “Term Sheet”); (c) “Sinosure Credit Facility” means a delayed-draw senior secured credit facility up to an amount and on the terms and conditions set forth in the Term Sheet; and (d) “Korean ECA Credit Facility” means a delayed-draw senior secured credit facility up to an amount and on the terms and conditions set forth in the Term Sheet, to include (i) a tranche (the “KEXIM Tranche”), to be provided by the Export-Import Bank of Korea/Korean Eximbank (“KEXIM”), (ii) a tranche (the “KEXIM Guarantee Tranche) to be funded by certain lenders to be agreed in consultation with the Joint Global Co-ordinators (the “ECA Lenders”) and secured by a 100% credit guarantee from KEXIM; (iii) a tranche (the “K-SURE Covered Tranche”) to be funded by the ECA Lenders and secured by a 95% comprehensive risk insurance from the Korea Trade Insurance Corporation (“K-SURE”); and (iv) a tranche (the “Korean Commercial Tranche”) to be provided by certain lenders to be agreed in consultation with the Mandated Lead Arrangers (the “Commercial Lenders”). The parties hereto acknowledge and agree that the facility amounts provided in the Term Sheet for each of the Senior Secured Credit Facilities and tranches listed above reflect contingent extras (in addition to the contract price) and current market values for each Collateral Vessel (as defined in the Term Sheet). The Borrowers (as defined in the Term Sheet) do not expect to exercise their option for every extra item for every Collateral Vessel and market values for the Collateral Vessels will fluctuate. Accordingly, the Borrowers expect that the aggregate final facility amounts for all Senior Secured Credit Facilities will be less than the aggregate of the facility amounts currently set forth in the Term Sheet.

Please note that those matters that are not covered or made clear herein (this commitment letter, together with the Term Sheet, the “Commitment Letter”), the arrangement fee letter dated as of the date hereof among the Mandated Lead Arrangers and the Parent (the “Arrangement Fee Letter”) or any other fee letter dated on or about the date hereof and relating to the Transactions (together with the Arrangement Fee Letter, the “Fee Letters” and, together with the Commitment Letter, the “Commitment Documents”) are subject to mutual agreement of the parties hereto. The terms and conditions of the Commitment Documents may be modified only in writing signed by each of the parties hereto.

1. Commitment.

Subject to the terms and conditions set forth in the Commitment Documents, each of Nordea, Citi, DNB Lender, DVB and SEB (each an “Initial Lender” and together, the “Initial Lenders”), is pleased to confirm its (or its affiliate’s) commitment to provide a portion of, the Commercial Credit Facility and the Korean Commercial Tranche (together, the “Commercial Facilities”) as set out below (the “Commercial Commitments”), with such Commercial Commitments to be allocated pro rata among the Commercial Facilities (except as otherwise agreed between the Administrative Agent and the relevant Initial Lender):

Initial Lender	Commercial Commitment
Nordea	$	150,000,000
Citi	$	150,000,000
DNB Lender	$	150,000,000
DVB	$	150,000,000
SEB	$	150,000,000

In addition, subject to the terms and conditions set forth in the Commitment Documents (a) each Mandated Lead Arranger is pleased to confirm its agreement to act as a lead arranger and bookrunner for the Commercial Facilities; (b) Nordea is pleased to confirm its commitment to act as sole administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the Senior Secured Credit Facilities; (c) Citi is pleased to confirm its commitment to act as agent for the ECAs in respect of the Sinosure Credit Facility and the Korean ECA Credit Facility (in such capacity, the “ECA Agent”); and (d) each of Nordea and Citi is pleased to confirm its commitment to act as a global co-ordinator in respect of the Senior Secured Credit Facilities (each of Nordea and Citi, in such capacity, the “Joint Global Co-ordinator” and, together, the “Joint Global Co-ordinators”). The Joint Global Co-ordinators, Mandated Lead Arrangers, Initial Lenders, Administrative Agent, Collateral Agent and ECA Agent are herein collectively referred to as the “Commitment Parties”.

Nothing herein shall constitute an agreement by any Commitment Party to provide a financing commitment in respect of the Sinosure Credit Facility, the KEXIM Tranche, the KEXIM Guarantee Tranche or the K-SURE Covered Tranche.

The obligations of the Commitment Parties under this Commitment Letter are several but not joint. No Commitment Party is responsible for the obligations of any other Commitment Party. The failure by a Commitment Party to exercise any rights hereunder shall not prejudice the rights of any other Commitment Party hereunder.

Each Initial Lender reserves the right, in its sole discretion, to assign its commitment hereunder to any of its affiliates, and any office or branch of any of its affiliates, as it deems appropriate to consummate the transactions contemplated hereby. The commitment of the each Initial Lender under this Commitment Letter replaces in its entirety the commitment of such Initial Lender provided to Nordea in the Commitment Advice dated June 10, 2015.

2. Titles and Roles.

It is agreed that Nordea will have “left” placement in all marketing materials or other documentation used in connection with the Commercial Facilities and will have the role and responsibilities conventionally associated with such “left” placement. The parties hereto understand and agree, between themselves, that each Mandated Lead Arranger shall be entitled to receive league table credit for acting as a Mandated Lead Arranger.

You agree that no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter) will be paid in connection with the Senior Secured Credit Facilities unless the Joint Global Co-ordinators shall so agree, although the Joint Global Co-ordinators shall be permitted to designate (after consultation with you) one or more Lenders as agents, co-agents or

co-arrangers, as the case may be, with respect to the Senior Secured Credit Facilities, which Lenders shall have such titles as may be determined by the Joint Global Co-ordinators (after consultation with you).

3. Syndication.

The Mandated Lead Arrangers reserve the right, prior to and/or after the execution of the definitive Credit Documentation, to syndicate all or part of the Commercial Commitments (such syndication hereafter referred to as the “Syndication”) to banks, financial institutions and other institutional lenders (the “Other Lenders” and together with the Initial Lenders, the “Lenders”). All aspects of the Syndication, including, without limitation, timing, potential syndicate members to be approached, titles and allocations shall be determined by (and coordinated through) the Joint Global Co-ordinators, in consultation with you. It is the intention of the parties to this Commitment Letter that the secondary Syndication of the Commercial Commitments shall be completed prior to October 31, 2015.

Until the date that is the earlier of (a) three (3) months after the Closing Date and (b) the date on which a Successful Syndication (as defined in the Arrangement Fee Letter) is achieved (such earlier date, the “Syndication Date”), you agree to actively assist and cooperate (and to use your commercially reasonable efforts to cause all necessary persons to assist and cooperate) with the Joint Global Co-ordinators in connection with the Syndication. Such assistance shall include, without limitation, (a) using your commercially reasonable efforts to ensure that the syndication efforts benefit from your existing lending and investment banking relationships; (b) facilitating direct contact between, on the one hand, your senior officers, representatives and advisors and, on the other hand, the proposed Lenders, at times and places reasonably requested by the Joint Global Co-ordinators, (c) providing the Joint Global Co-ordinators and any Lenders, promptly upon request, with all information reasonably deemed necessary by the Joint Global Co-ordinators or any Lender to successfully complete Syndication, including, but not limited to, (i) an information package for the Senior Secured Credit Facilities and other marketing materials for delivery to potential syndicate members and participants and (ii) projections and all information prepared by you or your affiliates or advisors relating to the Transactions; and (d) hosting, with the assistance of the Joint Global Co-ordinators, of one or more meetings and/or conference calls with prospective Lenders at such times and places as the Joint Global Co-ordinators may reasonably request.

Until the Syndication Date, you and your subsidiaries shall each agree to refrain from the offering, placement or arrangement of any debt securities or any other bank financings (including refinancings and renewals of bank debt), other than (i) the Sinosure Credit Facility, the KEXIM Tranche, the KEXIM Guarantee Tranche and the K-sure Covered Tranche and (ii) such other debt arrangements as shall be disclosed to the Mandated Lead Arrangers prior to the date hereof or otherwise approved by the Mandated Lead Arrangers.

4. Other Services.

Subject to confidentiality limitations, nothing contained herein shall limit or preclude any Mandated Lead Arranger or any of its affiliates from carrying on any business with, providing banking or other financial services to, or from participating in any capacity, including as an equity investor, in any party whatsoever, including, without limitation, any competitor,

supplier or customer of you or any of your affiliates, or any other party that may have interests different than or adverse to such parties.

You acknowledge and agree that each Mandated Lead Arranger: (a) may be providing debt financing, equity capital or other services (including financial advisory services) to other companies with which you or your affiliates may have conflicting interests regarding the Transactions and otherwise; (b) may act, without violation of its contractual obligations to you, as it deems appropriate with respect to such other companies; and (c) has no obligation in connection with the Transactions to use, or to furnish to you or your affiliates or subsidiaries, confidential information obtained from other companies or entities. The Mandated Lead Arrangers shall use confidential information obtained from you or your affiliates by virtue of the Transactions or its other relationships with you solely for the purpose contemplated by this Commitment Letter and shall not furnish any such information to any other companies or entities.

In connection with all aspects of the Transactions, you acknowledge and agree that: (a) the Transactions and any related arranging or other services contemplated in this Commitment Letter is an arm’s-length commercial transaction between you and your affiliates, on the one hand, and the Mandated Lead Arrangers, on the other hand, and you are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the Transactions; (b) in connection with the process leading to the Transactions, each Mandated Lead Arranger is and has been acting solely as a principal and not as a financial advisor, agent or fiduciary, for you or any of your affiliates, stockholders, creditors or employees or any other party; (c) the Mandated Lead Arrangers have not assumed nor will they, singly or together, assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to any of the Transactions or the process leading thereto (irrespective of whether any Mandated Lead Arranger has advised or is currently advising you or your affiliates on other matters) and the Mandated Lead Arrangers have no obligation to you or your affiliates with respect to the Transactions except those obligations expressly set forth in this Commitment Letter; (d) the Mandated Lead Arrangers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and your affiliates and the Mandated Lead Arrangers shall not have any obligation to disclose any of such interests; and (e) the Mandated Lead Arrangers have not provided any legal, accounting, regulatory or tax advice with respect to any of the Transactions and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate. You hereby waive and release, to the fullest extent permitted by law, any claims that you may have as of the date hereof against each of the Mandated Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty.

Each Mandated Lead Arranger reserves the right to employ the services of its affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to its affiliates certain fees payable to such Mandated Lead Arranger in such manner as it and its affiliates may agree in their sole direction. You acknowledge that the Mandated Lead Arrangers may share with any of their respective affiliates, and such affiliates may share with such Mandated Lead Arranger, any information related to the Transactions, you and the Borrowers (and your and their respective affiliates), or any of the matters contemplated hereby. You also acknowledge that the Mandated Lead Arrangers do not have any obligation to use in

connection with the Transactions, or to furnish to you, confidential information obtained by them from any third party.

5. Representations and Warranties; Information.

You represent, warrant and covenant that to the best of your knowledge (i) no written information which has been or is hereafter furnished by you or on your behalf in connection with the Group or the Transactions and (ii) no other information given at information meetings for potential Syndicate members and supplied or approved by you (such written information and other information being referred to herein collectively as the “Information”) taken as a whole and as supplemented from time to time contained (or, in the case of Information furnished after the date hereof, will contain), as of the time it was (or hereafter is) furnished, any misstatement of fact or omitted (or will omit) as of such time to state any fact necessary to make the statements therein taken as a whole not materially misleading, in the light of the circumstances under which they were (or hereafter are) made; provided that, with respect to Information consisting of statements, estimates and projections regarding the future performance of the Group (collectively, the “Projections”), no representation, warranty or covenant is made other than that the Projections have been (and, in the case of Projections furnished after the date hereof, will be) prepared in good faith based on assumptions believed to be reasonable at the time of preparation thereof, it being understood that any such financial projections are subject to significant uncertainties and contingencies, many of which are beyond your control, and that no assurance can be given that any particular financial projections will be realized, that actual results may differ significantly from the projected results and that such differences may be material. You agree to supplement the Information and the Projections from time to time until the date of the initial borrowing under each of the Senior Secured Credit Facilities, as reasonably appropriate, so that the representations and warranties in the preceding sentence remain correct. You understand that, in providing its commitment hereunder and in coordinating the Syndication with you, each of the Mandated Lead Arrangers will use and rely on the Information and the Projections without independent verification thereof.

6. Conditions Precedent.

Each Mandated Lead Arranger’s and Initial Lender’s willingness to provide its commitment hereunder is subject to the satisfaction or waiver of the following: (a) compliance by you with the terms of the Commitment Letter and the Fee Letters, (b) since December 31, 2014, there not occurring or becoming known to the Mandated Lead Arrangers any condition or circumstance which the Mandated Lead Arrangers or the Required Lenders (as defined in the Term Sheet) shall determine has had, or could reasonably be expected to have, a material adverse effect on the Transactions or on the business, property, assets, condition (financial or otherwise) or prospects of (x) the Collateral Vessels (as defined in the Term Sheet), (y) the Parent, the Borrowers and the Guarantors (as defined in the Term Sheet) taken as a whole or (z) the Group taken as a whole (each, a “Material Adverse Effect”); (c) the Mandated Lead Arrangers not becoming aware (whether as a result of their due diligence analyses and review or otherwise) after the date hereof of any information not previously known to the Mandated Lead Arrangers which is materially negative information with respect to the Transactions or the business, property, assets, condition (financial or otherwise) or prospects of the Collateral Vessels, the Parent, the Borrowers and the Guarantors taken as a whole, or the Group taken as a whole, or which is inconsistent in a material adverse manner with any such information or other matter

disclosed to the Mandated Lead Arrangers prior to the date hereof, whether prior to or after the date of the making of any initial loans under any of the Senior Secured Credit Facilities; (d) in the case of the Korean Commercial Tranche, the Parent and the applicable Borrower having obtained commitments in respect of the KEXIM Tranche, KEXIM Guarantee Tranche and K-SURE Covered Tranche; (e) in the case of the Commercial Facilities, the Parent and the applicable Borrower having obtained additional commitments aggregating to at least $100,000,000; (f) unless such Initial Lender otherwise agrees, on the Closing Date, no Initial Lender shall be the single largest Lender in the Commercial Credit Facility; (g) detailed projected consolidated financial statements of the Borrower and its subsidiaries for at least the three fiscal years ending after the Closing Date (as defined in the Term Sheet), which projections shall (x) reflect the forecasted consolidated financial condition of Borrower and its subsidiaries after giving effect to the Transaction and the related financing thereof and (y) be prepared and approved by the Borrower, (h) the other conditions set forth or referred to in the Conditions Precedent section of the Term Sheet and (i) the negotiation, execution and delivery of Credit Documentation for the Senior Secured Credit Facilities by the Parent, the Borrowers and each Guarantor reflecting and consistent with the terms and conditions set forth in the Term Sheet and otherwise reasonably satisfactory to the Parent and the Lenders and the satisfaction or waiver of the other conditions precedent contained therein.

7. Expenses; Indemnification.

To induce the Commitment Parties to issue this Commitment Letter and to commence their coordination of the syndication efforts with you, you hereby agree that all fees and expenses (including the reasonable fees, value-added tax and expenses of counsel (including counsels to the Mandated Lead Arrangers identified in the Term Sheet and any local counsel in any relevant jurisdiction) and consultants and travel expenses) of the Commitment Parties and their respective affiliates arising in connection with this Commitment Letter and in connection with the Transactions and other transactions described herein (including in connection with our due diligence and Syndication efforts) shall be for your account (and that you shall from time to time upon request from the Commitment Parties reimburse them and their affiliates for all such fees and expenses paid by them), whether or not any of the Senior Secured Credit Facilities is made available or definitive credit documents are executed. You further agree to indemnify and hold harmless the Commitment Parties and each other agent or co-agent (if any) designated by Joint Global Co-ordinators with respect to the Senior Secured Credit Facilities (each, an “Agent”), each Lender and their respective affiliates and each director, officer, employee, representative and agent thereof (each, an “Indemnified Person”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever which may be incurred by or asserted against or involve any Agent, any Lender or any other such Indemnified Person as a result of or arising out of or in any way related to or resulting from the Transactions or this Commitment Letter and, upon demand, to pay and reimburse each Agent, each Lender and each other Indemnified Person for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim (whether or not any Agent, any Lender or any other such Indemnified Person is a party to any action or proceeding out of which any such expenses arise); provided, however, that you shall not have to indemnify any Indemnified Person against any loss, claim, damage, expense or liability (i) to the extent same resulted from the gross negligence or willful misconduct of the respective Indemnified Person (as determined by a court

of competent jurisdiction in a final and non-appealable judgment) or (ii) to the extent resulting from any dispute not involving an act or omission by you or any of your affiliates and solely among Indemnified Persons (other than any claims against any Agent solely in its capacity as Mandated Lead Arranger, Administrative Agent, Joint Global Co-ordinator, arranger or other similar role under the Senior Secured Credit Facilities). This Commitment Letter is issued for your benefit only and no other person or entity may rely thereon. Neither the Agents nor any other Indemnified Person shall be responsible or liable to you or any other person for (x) any determination made by it pursuant to this Commitment Letter in the absence of gross negligence or willful misconduct on the part of such person (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) any consequential, indirect or punitive damages which may be alleged as a result of this Commitment Letter or the financing contemplated hereby. You also agree that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort, or otherwise) to you or your affiliates or to your or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the Transactions, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct. No Indemnified Person shall be liable to you, your affiliates or any other person for any damages arising from the use by others of materials obtained by electronic means, except to the extent resulting from the gross negligence or willful misconduct of such Indemnified Person (or any of its related parties) in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction.

You shall not, without the prior written consent of each Indemnified Person affected thereby (which consent will not be unreasonably withheld), settle any threatened or pending claim or action that would give rise to the right of any Indemnified Person to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnified Person and (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnified Person.

If any Indemnified Person is entitled to indemnification or any other rights hereunder with respect to any claim, action, proceeding or investigation brought by a person other than yourself, you shall be entitled to assume the defense of any such claim, action proceeding or investigation with counsel reasonably satisfactory to the Indemnified Person. Upon assumption by you of the defense of any such claim, action proceeding or investigation, the Indemnified Person shall have the right to participate in such claim, action, proceeding or investigation and to retain its own counsel, but you shall not be liable for any legal expenses of other counsel subsequently incurred by such Indemnified Person in connection with the defense thereof unless (i) you have agreed to pay such fees and expenses, (ii) you shall have failed to employ counsel reasonably satisfactory to the Indemnified Person in a timely manner to assume the defense or to pursue the defense diligently, or (iii) the Indemnified Person shall have a reasonable belief that there are actual or potential conflicting interests between you and the Indemnified Persons, including but not limited to situations in which there are one or more legal defense available to the Indemnified Person that are different from or additional to those available to you; provided, however, that you shall not, in connection with any one such claim, action proceeding or investigation or separate but substantially similar claims, action proceedings, or investigations arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at all times for all Indemnified Persons

(unless in the reasonable belief of such Indemnified Person there is an actual or potential conflict of interest or a conflict on any material issue between the positions of such Indemnified Persons or you otherwise consent), except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such claim, action proceeding or investigation. You shall not be liable for any settlement of any action or claim effected without your consent (which shall not be unreasonably withheld), and you shall not settle or compromise any action or claim affecting any Indemnified Person without such Indemnified Person’s prior written consent if the settlement or compromise involves any performance by, or adverse admission of, such Indemnified Person.

8. Confidentiality.

You agree that this Commitment Letter is for your confidential use only and that, unless each of us has otherwise consented, neither its existence nor the terms hereof will be disclosed by you to any person or entity other than your officers, directors (including observers at your board of director meetings), employees, accountants, attorneys and other advisors, and then only on a “need to know” basis in connection with the transactions contemplated hereby and on a confidential basis. Notwithstanding the foregoing, following your acceptance of the provisions hereof and your return of an executed counterpart of this Commitment Letter and the related Fee Letters to us as provided below (i) you may make public disclosure of the existence and amount of the commitments hereunder and of the identity of any Agent and of the terms of the Term Sheet, (ii) you may file a copy of this Commitment Letter (but not the Fee Letters) in any public record in which it is required by law or by the rules, regulations, schedules and forms of the U.S. Securities and Exchange Commission in connection with any filings made with the U.S. Securities and Exchange Commission and in connection with any initial public offering, private placement, offering of securities, merger, acquisition, disposal or divestment, to be filed and (iii) you may make such other public disclosure of the terms and conditions hereof as, and to the extent, you are required by law, regulation, compulsory legal process or as requested by a governmental authority or pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, in the opinion of your counsel, to make. If this Commitment Letter is not accepted by you as provided below, please immediately return this Commitment Letter and any Fee Letter (and any copies hereof) to the undersigned.

9. Survival.

The terms set forth in this Commitment Letter with respect to expense reimbursement, indemnification, confidentiality and governing law shall survive any termination of this Commitment Letter regardless of whether any definitive form of documentation shall be executed and delivered.

The Commitment Documents (and your rights and obligations hereunder and thereunder) shall not be assignable by you to any person or entity without the prior written consent of each party hereto (and any purported assignment without such consent shall be null and void). The Commitment Documents may not be amended or waived except by an instrument in writing signed by you and us. Each of the Commitment Documents may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of any Commitment Document by facsimile or electronic transmission (including .pdf) shall be

effective as delivery of a manually executed counterpart hereof or thereof, as the case may be. The Commitment Documents shall be governed by, and construed in accordance with, the laws of the State of New York. The Commitment Documents set forth the entire agreement between the parties as to the matters set forth herein and supersedes all prior communications, written or oral, with respect to the matters herein.

EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR CONTEMPLATED BY THIS COMMITMENT LETTER OR THE FEE LETTERS. YOU HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE COUNTY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS COMMITMENT LETTER, THE FEE LETTERS OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY.

Our willingness to arrange the Commercial Facilities and each of our respective commitments with respect thereto as set forth above will terminate on October 31, 2015 unless on or prior to such date a definitive credit agreement evidencing each of the Senior Secured Credit Facilities (together with related financing and security documentation, the “Credit Documentation”), in form and substance satisfactory to us shall have been entered into and the initial borrowing thereunder shall have occurred.

* * *

If you are in agreement with the foregoing, please sign and return to the Administrative Agent the enclosed copy of this Commitment Letter, together with a copy of the enclosed Fee Letters, no later than 9:00 a.m., New York time, on June 12, 2015. Unless this Commitment Letter and the related Fee Letters are signed and returned by the time and date provided in the immediately preceding sentence, this Commitment Letter shall terminate at such time and date.

	Very truly yours,

	NORDEA BANK FINLAND PLC, NEW YORK BRANCH


	By	/s/ John Boesen
		Name: John Boesen
		Title: Executive Vice President

	By	/s/ Martin Lunder
		Name: Martin Lunder
		Title: Senior Vice President