Common use of Operating Surplus Clause in Contracts

Operating Surplus. For any period “Operating Surplus” is: (A) $20 million (which may be increased to $30 million as described below); plus (B) all of the Corporation’s cash receipts since closing of the Merger, excluding cash receipts from Interim Capital Transactions; plus (C) interest (after giving effect to interest rate swap agreements) paid on debt incurred and cash dividends paid on equity securities issued by the Corporation, in each case, to finance all or any portion of the construction, replacement or improvement of a capital asset such as vessels (other than the Corporation’s Contracted Fleet) during the period from such financing until the earlier to occur of the date the capital asset is put into service or the date that it is abandoned or disposed of; plus (D) interest (after giving effect to interest rate swap agreements) paid on debt incurred and cash dividends paid on equity securities issued by the Corporation, in each case, to pay the construction period interest on debt incurred, or to pay construction period dividends on equity issued, to finance the construction projects described in (C) above; less (E) Operating Expenditures; less (F) Maintenance Capital Expenditures; less (G) a reserve for the estimated cost of future drydockings; less (H) the amount of cash reserves established by the Board of Directors for future (1) Operating Expenditures and (2) Maintenance Capital Expenditures. The $20 million amount in (A) above may be increased by the Board of Directors to $30 million only if the Board of Directors determines that such increase is necessary to allow it to pay all or part of the Base Dividend on the Class A Common Shares. This $20 million amount cannot be increased in any period in which a dividend on the Class B Common Shares is paid or is otherwise payable from Operating Surplus. For purposes of calculating Operating Surplus, any dividends that are paid on the Preferred Shares will be treated as if they were interest payments and not dividends. Notwithstanding the foregoing, the construction or application of this definition of Operating Surplus as outlined above may be adjusted in the case of any particular transaction or matter or type of transaction or matter if the Board of Directors, with the concurrence of the Corporation’s audit committee, is of the opinion that such an adjustment is necessary or appropriate to further the overall purpose and intent of the definition of Operating Surplus, so long as such adjustment will not adversely affect the holders of Class B Common Shares.

Operating Surplus. For any period “Operating Surplus” is: (A) $20 million (which may be increased to $30 million as described below)million; plus (B) all of the CorporationOceanaut’s cash receipts (including the proportionate share of cash receipts of certain subsidiaries which are not wholly-owned) since closing of the MergerInitial Closing, excluding cash receipts from Interim Capital Transactions; plus (C) interest (after giving effect to interest rate swap agreements) paid on debt incurred and cash dividends paid on equity securities issued by the CorporationOceanaut, in each case, to finance all or any portion of the construction, replacement or improvement of a capital asset such as vessels (other than the CorporationOceanaut’s Contracted Fleet) during the period from such financing until the earlier to occur of the date the capital asset is put into service or the date that it is abandoned or disposed of; plus (D) interest (after giving effect to interest rate swap agreements) paid on debt incurred and cash dividends paid on equity securities issued by the CorporationOceanaut, in each case, to pay the construction period interest on debt incurred, or to pay construction period dividends on equity issued, to finance the construction projects described in (C) above; less (E) Operating Expenditures; less (F) Maintenance Capital Expenditures; less (G) a reserve for the estimated cost of future drydockings; less (HG) the amount of cash reserves (including the proportionate share of cash reserves for certain subsidiaries which are not wholly-owned) established by the Board of Directors for future (1) Operating Expenditures and (2) Maintenance Capital Expenditures. The $20 million amount in (A) above may be increased by the Board of Directors to $30 million only if the Board of Directors determines that such increase is necessary to allow it to pay all or part of the Base Dividend on the Class A Common Shares. This $20 million amount cannot be increased in any period in which a dividend on the Class B Common Subordinated Shares is paid or is otherwise payable from Operating Surplus. For purposes of calculating Operating Surplus, any dividends that are paid on the Preferred Shares will be treated as if they were interest payments and not dividends. 3 Notwithstanding the foregoing, the construction or application of this definition of Operating Surplus as outlined above may be adjusted in the case of any particular transaction or matter or type of transaction or matter if the Board of Directors, with the concurrence of the CorporationOceanaut’s audit committee, is of the opinion that such an adjustment is necessary or appropriate to further the overall purpose and intent of the definition of Operating Surplus, so long as such adjustment will not adversely affect the holders of Class B Common Subordinated Shares.