Date: 30 September 2010 NORTH OCEAN 105 AS as Borrower MCDERMOTT INTERNATIONAL, INC. as Guarantor BNP PARIBAS CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK as Mandated Lead Arrangers BNP PARIBAS as Facility Agent BNP PARIBAS as Security Agent BNP...

Definitions And Interpretation

The Facility

Purpose

EFFECTIVENESS AND Conditions of Utilisation

Utilisation

Repayment

Prepayment and cancellation

Interest

Broken FUNDING indemnity

Fees

CESCE Premium

Tax gross up and indemnities

Increased costs

Other indemnities

Mitigation By The Finance Parties

Costs and expenses

GUARANTEE AND INDEMNITY

Representations

Information undertakings

Financial Covenants

General undertakings

Operational Covenants

Insurance

Losses

War - Requisition For Hire

Events of ▇▇▇▇▇▇▇

Changes to the Lenders

Changes to the Borrower

the ADMINISTRATIVE PARTIES

Conduct of business by the Finance Parties

Sharing among the Finance Parties

Payment Mechanics

Set-off

Notices

NORTH OCEAN 105 AS, a company duly organised and existing under the Laws of Norway, whose registered office is situated at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ registered with the trade register under number 995 357 321 (the “Borrower”);

▇▇▇▇▇▇▇▇▇ INTERNATIONAL, INC., a company duly organised and existing under the Laws of Panama, whose registered office is situated at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ (the “Guarantor”);

BNP PARIBAS, a société anonyme organised and existing under the Laws of the Republic of France, whose registered office is situated at ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ registered under number 662 042 449 at the Commercial Registry of Paris; and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a limited liability company incorporated under the Laws of France whose registered office is situated at ▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, La Défense Cedex, France;

BNP PARIBAS, a société anonyme organised and existing under the Laws of the Republic of France, whose registered office is situated at ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ registered under number 662 042 449 at the Commercial Registry of Paris, as facility agent for the Finance Parties (the “Facility Agent”);

BNP PARIBAS, a société anonyme organised and existing under the Laws of the Republic of France, whose registered office is situated at ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ registered under number 662 042 449 at the Commercial Registry of Paris, as security agent for the Finance Parties (the “Security Agent”);

BNP PARIBAS, a société anonyme organised and existing under the Laws of the Republic of France, whose registered office is situated at ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ registered under number 662 042 449 at the Commercial Registry of Paris (the “ECA Coordinator”);

BNP PARIBAS, a société anonyme organised and existing under the Laws of the Republic of France, whose registered office is situated at ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ registered under number 662 042 449 at the Commercial Registry of Paris (the “Documentation Bank”); and

THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders and Commitments) as lenders (the “Original Lenders”).

Pursuant to the Shipbuilding Contract, the Leasing Company has agreed to purchase the Vessel from the Shipbuilder.

Pursuant to the Transfer Agreement, the Leasing Company has agreed to transfer certain of its rights and obligations under the Shipbuilding Contract to the Borrower.

Pursuant to the Leasing Agreement, the Leasing Company has agreed to lease the Vessel (through a financial lease) to the Owner and has granted a call option over the Vessel to the Owner exercisable on or prior to the Expiry Date.

Pursuant to the Bareboat Charter, the Owner has agreed to bareboat charter the Vessel to the Borrower and has granted a call option over the Vessel to the Borrower exercisable at the Expiry Date.

Pursuant to the Put Option Agreement, the Borrower has granted a put option on the Vessel to the Owner exercisable at the Expiry Date.

Pursuant to the Put and Call Option Agreement, the Leasing Company has granted to the Borrower a call option on the Vessel and the Borrower has granted to the Leasing Company a put option on the Vessel exercisable in the event that title is to be transferred to the Borrower by the Owner but the Owner has not become the owner of the Vessel pursuant to the call option under the Leasing Agreement.

Pursuant to the Debt Assumption Agreement the Borrower has agreed to pay the Borrower Instalments to Mirambel.

Mirambel and the Leasing Company have agreed that, upon receipt of each Borrower Instalment by Mirambel from the Borrower, the Leasing Company will pay the corresponding Shipbuilder Instalment to the Shipbuilder.

Pursuant to the Master Agreement, the parties to the Underlying Contracts have, among other things, agreed with respect to certain payment mechanics under the Underlying Contracts and made certain undertakings in contemplation of the transactions under this Agreement and the other Finance Documents.

Pursuant to this Agreement, the Lenders have agreed to provide the Facility to the Borrower for the purposes of financing the payment of the Borrower Instalments and the Guarantor has agreed to guarantee, in favour of the Lenders, all of the obligations of the Borrower pursuant to this Agreement and the other Finance Documents.

Pursuant to the Hedging Agreement the Borrower shall swap the Dollar amounts borrowed by it pursuant to this Agreement for Euro amounts required to make payment of the Borrower Instalments.

DEFINITIONS AND INTERPRETATION

Definitions

acquires any ongoing business or all or substantially all of the assets of any person or group of persons, or division thereof constituting an ongoing business, whether through purchase of assets, merger or otherwise; or

directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership, limited liability company, or other entity that is not a corporation constituting an ongoing business;

the Mandated Lead Arrangers;

the Facility Agent;

the Security Agent;

the ECA Coordinator; and

the Documentation Bank.

the amount of its participation in the outstanding Loan; and

in relation to any proposed Utilisation, the amount of its participation in any Utilisations that are due to be made on or before the proposed Utilisation Date pursuant to any other Utilisation Request issued to the Facility Agent.

the Effective Delivery Date;

the date on which all of the Refund Guarantees have expired, provided that the Protocol of Delivery has been executed and is in full force and effect;

30 July 2012 or such later date as is permitted in the Shipbuilding Contract and is approved by CESCE, ICO and each of the Lenders.

the Shareholders shall cease to directly own and control jointly or individually one hundred per cent. (100%) of the issued and outstanding stocks and voting rights of the Borrower;

the Guarantor shall cease to directly or indirectly own and control at least seventy five per cent. (75%) of the issued and outstanding stocks and voting rights of the Borrower;

the Borrower;

JRM Norway;

North Ocean II KS, a limited partnership organized and existing under the Laws of Norway;

North Ocean II AS, a private limited liability company organized and existing under the Laws of Norway; and

NO V AS.

in relation to any Original Lender the amount set forth opposite its name in Schedule 1 (The Original Lenders and Commitments) and the amount of any other Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

an Event of Default;

any event or circumstance specified in Clause 26 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

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 Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond 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;

Consolidated Net Income for such period; plus

the sum of, in each case to the extent deducted in the calculation of such Consolidated Net Income but without duplication:

any provision for income taxes;

Interest Expense;

depreciation expense;

amortization of intangibles or financing or acquisition costs;

any aggregate net loss from the sale, exchange or other disposition of business units by the relevant Obligor or its Restricted Subsidiaries out of the ordinary course of business; and

all other non-cash charges (including impairment of intangible assets and goodwill) and non-cash losses for such period;

the sum of, in each case to the extent included in the calculation of such Consolidated Net Income but without duplication:

any credit for income tax;

non-cash interest income;

any other non-cash gains which have been added in determining Consolidated Net Income (other than any such gain or other item that has been deducted in determining EBITDA for a prior period);

the income of any Restricted Subsidiary that is not an FC Guarantor to the extent that the declaration or payment of dividends or similar distributions or transfers or loans by such Restricted Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Restricted Subsidiary;

the income of any person (other than a Restricted Subsidiary) in which any other person (other than an Obligor or a Wholly-Owned Restricted Subsidiary or any director holding qualifying shares in accordance with applicable law) has an interest, except to the extent of the amount of dividends or other distributions or transfers or loans actually paid to an Obligor or a Wholly-Owned Restricted Subsidiary by such person during such period;

any aggregate net gains from the sale, exchange or other disposition of business units by the relevant Obligor or its Restricted Subsidiaries out of the ordinary course of business; and

cash payments during each period not deducted in the determination of Consolidated Net Income on account of non-cash charges and non-cash losses taken in a prior period.

Spanish origin;

Norwegian origin; or

foreign origin (i.e., originating from countries other than Spain or Norway and including transport and insurances of any nature);

any land including, without limitation, surface land and sub-surface strata, sea bed or river bed under any water (as defined below) and any natural or man-made structures;

water including, without limitation, coastal and inland waters, surface waters, ground waters and water in drains and sewers; and

air including, without limitation, air within buildings and other natural or man-made structures above or below ground.

any actual release, discharge, disposal or emission of Hazardous Substance by or from or within the Vessel;

any incident in which any Hazardous Substance is released, discharged, disposed of, catches fire, explodes or emitted by or from or retained by or within a vessel other than the Vessel and which involves a collision between the Vessel and such other vessel, or some other incident of navigation or operation concerning the Vessel, in either case where the Vessel, the Borrower, the Leasing Company, an Environmental Affiliate and/or the Guarantor is or are actually or allegedly or otherwise liable (in whole or part); and/or

any other incident in which any Hazardous Substance is released, discharged, disposed of, catches fire, explodes or emitted by or from or retained by or within a vessel, other than the Vessel, as a result of which the Vessel is actually, or is potentially liable to be, arrested or attached as a result and/or where a claim is alleged or asserted against the Borrower, the Leasing Company, an Environmental Affiliate and/or the Guarantor.

pollution or contamination of the Environment;

harm, whether actual or potential, to mankind and human senses, other living organisms and ecological systems;

the generation, manufacture, processing, distribution, use (including abuse), treatment, storage, disposal, transport or handling of Hazardous Substances; and

the emission, leak, release, spill or discharge into the Environment of noise, vibration, dust, fumes, gas, odours, smoke, steam, effluvia, heat, light, radiation (of any kind), infection, electricity or any Hazardous Substance.

this Agreement;

the Intercreditor Deed;

each of the Security Documents;

the Security Agent Power; and

any other document designated as such by the Facility Agent and the Guarantor.

the Lenders; and

the Administrative Parties.

the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such person of Indebtedness of another person;

any liability of such person for Indebtedness of another person through any agreement (contingent or otherwise):

to purchase, repurchase or otherwise acquire such Indebtedness or any security therefor, or to provide funds for the payment or discharge of such Indebtedness (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise);

to maintain the solvency or any balance sheet item, level of income or financial condition of another person;

to make take-or-pay or similar payments, regardless of non-performance by any other party or parties to an agreement, (iv) to purchase, sell or lease (as lessor or lessee) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss; or

to supply funds to, or in any other manner invest in, such other person (including to pay for property or services irrespective of whether such property is received or such services are rendered),

all indebtedness of such person for borrowed money;

all obligations of such person evidenced by promissory notes, bonds, debentures or similar instruments;

all matured reimbursement obligations with respect to letters of credit, bankers’ acceptances, surety bonds, performance bonds, bank guarantees, and other similar obligations;

all other obligations with respect to letters of credit, bankers’ acceptances, surety bonds, performance bonds, bank guarantees and other similar obligations, whether or not matured, other than unmatured or undrawn, as applicable, obligations with respect to Performance Guarantees;

all indebtedness for the deferred purchase price of property or services, other than trade payables incurred in the ordinary course of business that are not overdue by more than ninety (90) days or disputed in good faith;

all indebtedness of such person created or arising under any conditional sale or other title retention agreement (other than operating leases) with respect to property acquired by such person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property);

all Capital Lease Obligations of such person;

all Guarantee Obligations of such person;

all obligations of such person to purchase, redeem, retire, defease or otherwise acquire for value any Stock or Stock Equivalents of such person, valued, in the case of redeemable preferred stock, at the greater of its voluntary liquidation preference and its involuntary liquidation preference plus accrued and unpaid dividends;

net payments that such person would have to make in the event of an early termination as determined on the date Indebtedness of such person is being determined in respect of Hedging Documents of such person; and

all Indebtedness of the type referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance upon or in property (including accounts and general intangibles) owned by such person, even though such person has not assumed or become liable for the payment of such Indebtedness, but amounts of such Indebtedness shall be the lesser of the value of the property owned by such person securing such Indebtedness and the principal amount of such Indebtedness.

with respect to the first Shipbuilder Instalment:

the refund guarantee dated 26 May 2010 and issued to the Borrower by Instituto de Crédito Oficial in respect of fifty per cent. (50%) of such Shipbuilder Instalment; and

the refund guarantee dated 26 May 2010 and issued to the Borrower by Pequeños y Medianos Astilleros, Sociedad de Reconversión, S.A in respect of fifty per cent. (50%) of such Shipbuilder Instalment;

with respect to the second Shipbuilder Instalment, the refund guarantee dated 14 June 2010 and issued to the Borrower by Caja de Ahorros y Monte de ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ in respect of one hundred per cent. (100%) of such Shipbuilder Instalment; and

with respect to the third Shipbuilder Instalment, the refund guarantee dated 31 August and 1 September 2010 and issued to the Borrower by Caja de Ahorros y Monte de ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ in respect of one hundred per cent. (100%) of such Shipbuilder Instalment.

net costs under Interest Rate Contracts for such period;

any commitment fee accrued, accreted or paid by such person during such period;

any fees and other obligations (other than reimbursement obligations) with respect to letters of credit and bankers’ acceptances (whether or not matured) accrued, accreted or paid by such person for such period; and

any letter of credit fronting fees.

during the period between the date hereof and the first Repayment Date, the date falling six (6) months after the first Utilisation Date and thereafter at successive intervals of six (6) months, save for the last Interest Payment Date during such period which shall be on the first Repayment Date; and

during the period between the first Repayment Date and the Maturity Date, each Repayment Date.

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 27 (Changes to the Lenders);

if there is no Loan then outstanding, a Lender or Lenders whose Commitments aggregate more than sixty six and two thirds per cent. (66²/₃%) of the Total Commitments (or, if the Total Commitments have been reduced to zero (0), aggregated more than sixty six and two thirds per cent. (66²/₃%) of the Total Commitments immediately prior to such reduction); or

at any other time, a Lender or Lenders whose participations in the Loan then outstanding aggregate more than sixty six and two thirds per cent. (66²/₃%) of the Loan then outstanding.

The Republic of Liberia;

The Republic of the ▇▇▇▇▇▇▇▇ Islands;

Norway;

The Commonwealth of the Bahamas;

The Republic of Panama;

The United States of America;

Barbados;

Canada;

The United Kingdom;

Isle of Man; or

such other registry as may be agreed from time to time between the Borrower and the Facility Agent,

the ability of an Obligor to perform its material obligations under the Finance Documents; or

the validity, priority or enforceability against any Obligor, Shareholder, the Leasing Company or the Owner of any provision of the Finance Documents.

if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

in relation to the Borrower, the unaudited Financial Statements for the Fiscal Quarter ended 30 June 2010; and

in relation to the Guarantor, the audited Financial Statements for the Fiscal Year ended 31 December 2009, the unaudited Financial Statements for the Fiscal Quarter ended 31 March 2010 and the unaudited Financial Statements for the Fiscal Quarter ended 30 June 2010.

created by or arising out of the actions of any of the Finance Parties in respect of the transactions contemplated by the Transaction Documents (including under the Security Documents);

permitted by or contemplated under the Transaction Documents (including the Bareboat Charter, the Time Charter and any other charter arrangement permitted under Clause 21.4 (Charters));

for unpaid master’s, officer’s or crew’s wages and/or any other form of maritime liens that arise in the ordinary course of business by operation of Applicable Laws;

for salvage or repair;

under the Second Priority Mortgage, any Replacement Second Priority Mortgage, the Third Priority Mortgage and any Replacement Third Priority Mortgage;

arising by statute or by operation of Law, in respect of obligations which are not overdue for longer than thirty (30) days or, if the same are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required under GAAP, one hundred and twenty (120) days;

arising from a sale, transfer, lease or disposition of title permitted by Clause 21.6 (Disposals); and

otherwise created after the date of this Agreement with the prior written consent of the Facility Agent.

Indebtedness incurred by the Borrower pursuant to the Transaction Documents;

Indebtedness under the Hedging Agreement;

Indebtedness secured by Permitted Encumbrances;

Indebtedness under (i) shareholder loans made by the Shareholders to the Borrower for general working capital purposes where the aggregate amount of all such Indebtedness is not in excess of thirty million Dollars (USD 30,000,000) in aggregate outstanding at any time and (ii) the Equipment Loan, provided that in each case such Indebtedness is fully subordinated to all amounts owed to the Finance Parties under the Finance Documents and is unsecured (other than, in the case of the Equipment Loan, pursuant to the Second Priority Mortgage and any Replacement Second Priority Mortgage).

the Lenders’ Legal Advisor;

the Lenders’ Technical Advisor; and

the Lenders’ Insurance Advisor.

the date that is the earlier of (i) six (6) Months after the Effective Delivery Date and (ii) 1 October 2012 (or such longer period as approved by CESCE and the Lenders); and

the last day of each six (6) Month period thereafter (with the final Repayment Date being no later than the Maturity Date).

the First Priority Mortgage and any Replacement First Priority Mortgage;

the Deed of Covenants and any Replacement Deed of Covenants;

the Pre-Delivery Security Assignment;

the General Security Assignment

the Spanish Law Security Assignment;

the Share Pledge;

the Bank Account Pledge; and

any other document designated as such by the Security Agent and the Guarantor.

actual or constructive or compromised or agreed or arranged total loss of the Vessel, including any such total loss as may arise during a Requisition for Hire; or

Compulsory Acquisition; or

any hijacking, theft, confiscation, forfeiture, seizure, condemnation, capture, restraint, or disappearance of the Vessel (other than by reason of Compulsory Acquisition), which is not released within ninety (90) days.

in the case of an actual total loss of the Vessel, the actual date on which the Vessel was lost, or if such date is not known, the date on which it is acknowledged by the insurers to have occurred or, if the insurers fail to so acknowledge, the date on which a final order or award is made by a competent court of law or arbitration tribunal that an actual total loss has occurred;

in the case of a constructive, compromised, agreed or arranged total loss of the Vessel, on the date that notice claiming such a total loss is given to the insurers or, if the insurers do not admit the claim that a total loss has occurred, the date on which a total loss is subsequently admitted by the insurers or, if the insurers fail to so acknowledge, the date on which a final order or final award is made by a competent court of law or arbitration tribunal that a total loss has occurred;

in the case of Compulsory Acquisition, the date on which the Compulsory Acquisition occurred; or

in the case of any hijacking, theft, confiscation, forfeiture, seizure, condemnation, capture, restraint, or disappearance of the Vessel, the date falling ninety (90) days after the actual date on which such event occurred.

the date on which the proceeds of the relevant Total Loss are received by the Borrower (or the Security Agent); and

in the case of any hijacking, theft, confiscation, forfeiture, seizure, condemnation, capture, restraint, or disappearance of the Vessel, the date falling sixty (60) days after the Total Loss Date; or

in the case of any other Total Loss, the date falling ninety (90) days after the Total Loss Date.

each of the Finance Documents;

each of the Underlying Contracts; and

any other document designated as such by the Facility Agent and the Guarantor.

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.

the Shipbuilding Contract;

each of the Refund Guarantees;

the Master Agreement;

the Transfer Agreement;

the Debt Assumption Agreement;

the Payment Link Letter;

the Bareboat Charter;

the Put Option Agreement;

the Put and Call Option Agreement;

the Time Charter; and

the Equity Owners Agreement.

any Captive Insurance Subsidiary;

any Cobia Entity; and

any other Subsidiary of the Guarantor that, either on the date hereof is listed in Part C of Schedule 8 (Obligor Related Entities) or after the date hereof is designated by the board of directors of the Guarantor as an Unrestricted Subsidiary pursuant to a resolution passed by such board of directors, but only to the extent that:

such Subsidiary has no Indebtedness other than Non-Recourse Indebtedness;

except as expressly permitted under the Senior Credit Facility, such Subsidiary is not party to any agreement, contract, arrangement or understanding with an Obligor or any Restricted Subsidiary unless the terms of any such agreement or contract are, taken as a whole, no less favourable to such Obligor or such Restricted Subsidiary than those that might be obtained at the time from persons who are not Affiliates of the Obligors;

except for equity contribution obligations in connection with Non-Recourse Indebtedness, such Subsidiary is a person with respect to which neither any Obligor nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Stock or Stock Equivalents or (B) to maintain or preserve such person’s financial condition or to cause such person to achieve any specified levels of operating results;

the aggregate Fair Market Value of all outstanding Investments owned by the Obligors and their Restricted Subsidiaries in the Subsidiary being so designated and any commitments to make any such Investments would be permitted under the Senior Credit Facility as of the time of the designation;

immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing;

immediately before and after such designation, the Guarantor shall be in pro forma compliance with its obligations under Clause 20 (Financial Covenants); and

such Subsidiary has not previously been designated as an Unrestricted Subsidiary.

performed by Fearnleys, ▇▇ ▇▇▇▇▇▇ Shipbrokers or any other internationally recognised third party appraisal firm acceptable to the Facility Agent (such consent not to be unreasonably withheld or delayed);

with or without physical inspection of the Vessel (as the Facility Agent may require); and

on the basis of a sale for prompt delivery for cash on arm’s length commercial terms as between a willing seller and a willing buyer, which valuation may take into account any existing charter or other contract of employment.

Construction

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

the “Documentation Bank”, the “ECA Coordinator”, the “Facility Agent”, any “Finance Party”, any “Lender”, any “Mandated Lead Arranger”, any “Obligor”, any “Party”, the “Security Agent” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

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

a “Finance Document”, a “Security Document”, a “Transaction Document”, an “Underlying Contract” or any other agreement or instrument herein or therein is a reference to that document or other agreement or instrument as amended, novated, supplemented, extended or restated;

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

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; and

a provision of law is a reference to that provision as amended or re-enacted.

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 is “continuing” if it has not been remedied or waived.

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) ▇▇▇ ▇▇▇▇ 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.

Accounting Terms and Principles

Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP.

If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Clause 19.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the relevant Obligor without objection from its accountants and results in a change in any of the calculations required by Clause 20 (Financial Covenants) had such accounting change not occurred, the Parties agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating

compliance with such covenants by the relevant Obligor shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Clause 20 (Financial Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP.

Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under the Statement of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Guarantor or any of its Subsidiaries at “fair value”, as defined therein.

THE FACILITY

The Facility

Availability

The Facility shall be made available to the Borrower in seven (7) Utilisations.

Upon the terms and subject to the conditions of this Agreement, the Facility shall be available for utilisation by the Borrower on any Business Day during the Availability Period.

Underlying Contracts

Clause ▇▇▇▇▇▇

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 an Obligor 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.

PURPOSE

Purpose

Monitoring

EFFECTIVENESS AND CONDITIONS OF UTILISATION

Effectiveness

Conditions Precedent to the first Utilisation

Without prejudice to Clause 4.4 (Conditions Precedent to each Utilisation), the Lenders shall only be obliged to comply with Clause 5.4 (Lenders’ Participation) in respect of the first Utilisation if on or before the first Utilisation Date the Facility Agent shall have received each of the documents and evidence specified in Part A of Schedule 2 (Conditions Precedent) each in form and substance satisfactory to the Facility Agent; and

In the event that any of the documents and evidence specified in Part A of Schedule 2 (Conditions Precedent) are not provided in form and substance satisfactory to the Facility Agent within thirty (30) days of the date of this Agreement (or in the case of the CESCE Policy such other date as the Facility Agent and the Borrower may agree), the Facility Agent may, if so directed by the Lenders acting unanimously, cancel the Commitments of each Lender under this Agreement and all the rights and obligations under the Finance Documents (other than the Borrower’s indemnification obligations hereunder and thereunder that expressly survive the termination of the Finance Documents and the Guarantor’s guarantee obligations with respect thereto) shall be terminated.

Conditions Precedent to the last Utilisation

Conditions Precedent to each Utilisation

the Facility Agent has received a duly completed and executed Utilisation Request in accordance with Clause 5.1 (Delivery of a Utilisation Request);

the Facility Agent shall have received each of the documents and evidence specified in Part C of Schedule 2 (Conditions Precedent) and in the second column of Schedule 4 (Borrower Instalments) with respect to the relevant Utilisation each in form and substance satisfactory to the Facility Agent; and

on the date of a Utilisation Request and on the proposed Utilisation Date:

no Change in Law shall have occurred which would make it illegal for such Lender to make the relevant Utilisation available to the Borrower (it being understood that if any such Change in Law would make it illegal for one Lender to make the relevant Utilisation but not another Lender, such other Lender shall still be obliged to make the relevant Utilisation available to the Borrower in accordance with the terms and subject to the conditions of this Agreement;

no Default shall have occurred and be continuing or shall occur as a result of the Lenders making the relevant Utilisation available;

each of the Repeating Representations shall remain true and accurate in all material respects by reference to the facts and circumstances then existing;

no Material Adverse Event shall in the reasonable opinion of the Facility Agent have occurred or shall occur as a result of the Lenders making the relevant Utilisation available;

the Facility Agent is satisfied that the CESCE Policy and the ▇▇▇▇ are in full force and effect and that the requested Utilisation is covered under the CESCE Policy and the ▇▇▇▇; and

neither CESCE nor ICO has advised the Facility Agent in writing that the making of the requested Utilisation or the Facility should be suspended or cancelled.

Facility Agent’s Responsibility

The Facility Agent’s responsibility for examination of the documents presented pursuant to this Clause 4 (Effectiveness and Conditions of Utilisation) shall be limited to establishing that they appear on their face to comply with the documents specified above within the meaning of the Uniform Customs and Practice for Documentary Credits (2007 Revision) of the International Chamber of Commerce (Publication nr. 600). For the avoidance of doubt, documents, which appear on their face to be inconsistent with one another shall not be considered to be in order.

The Facility Agent shall not be liable for any delay in the making of a Utilisation occasioned by any request which it may make for information or documentation referred to in this Clause 4 (Effectiveness

and Conditions of Utilisation) or by any request it may make for clarification in case of material discrepancies or missing information in relation to the documents referred to in this Clause 4 (Effectiveness and Conditions of Utilisation).

With respect to the conditions precedent set forth in Clause 4.4(c)(i) to (iv), the Facility Agent may rely on information provided by the Obligors, including without limitation the information set forth in the relevant Utilisation Request.

Waiver of Conditions Precedent

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 is signed and delivered by the Borrower;

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and Amount of Utilisation); and

all supporting documentation described therein is provided to the Facility Agent together with such Utilisation Request.

Only one Utilisation may be requested in each Utilisation Request.

Currency and Amount of Utilisation

The currency of each Utilisation shall be Dollars.

The amount of any Utilisation shall be the amount specified in the relevant Utilisation Request

No Utilisation Request shall request a Utilisation for more than the Available Facility.

Each Utilisation requested in a Utilisation Request shall be for an amount of at least of one million Dollars (USD 1,000,000) (other than

the Utilisation with respect to the first Borrower Instalment referenced in the first row of Schedule 4 (Borrower Instalments) which shall be for an amount that is the equivalent in Dollars to seven hundred ten thousand Euros (EUR 710,000) at the applicable exchange rate set forth in the Hedging Agreement).

As soon as possible and in any event no later than two (2) Business Days after its receipt of a Utilisation, the Borrower shall procure that the Shipbuilder delivers to the Facility Agent a written confirmation that it has received the corresponding Shipbuilder Instalment from the Leasing Company under and pursuant to the Shipbuilding Agreement which confirmation may take the form of a copy of the Shipbuilder’s invoice for such Shipbuilder Instalment marked “paid” and signed by the Shipbuilder.

Lenders’ Participation

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

The amount of each Lender’s participation in each Utilisation will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to the making of such Utilisation, but in no case shall a Lender be obliged to lend more than its Commitment.

The Facility Agent shall notify each Lender of the amount of each Utilisation and the amount of its participation in that Utilisation not later than 10.00 a.m. (Paris time) at least three (3) Business Days prior to the proposed date of the Utilisation.

Cancellation of Commitment

REPAYMENT

Repayment of Loan

The Borrower shall repay the Loan on each Repayment Date in seventeen (17) consecutive semi-annual equal instalments.

No later than thirty (30) days after the Availability Period Termination Date, but in any case prior to the first Repayment Date, the Facility Agent shall prepare and deliver to the Borrower a repayment schedule with respect to the Loan which shall be signed and approved by the Borrower (unless there is a manifest error therein) and become part of this Agreement.

The Borrower shall advise the Facility Agent within five (5) Business Days of receipt of the repayment schedule of any manifest errors therein which shall be corrected by the Facility Agent and the Facility Agent shall then provide a corrected repayment schedule to the Borrower for the Borrower’s signature and approval. If the Borrower does not object to a repayment schedule within five (5) Business Days of it being provided by the Facility Agent, such repayment schedule shall be deemed approved by the Borrower and shall become part of this Agreement.

The Facility Agent shall maintain in its books one or more control accounts in which, as the case may be, each Utilisation, each Unpaid Sum, any other amount owed by the Obligors in connection with this Agreement, the interest accruing on any such amount and each Lender’s share therein shall be evidenced. The balances reflected in such accounts shall constitute conclusive evidence of the existence and amounts owed to the Finance Parties by the Obligors, absent manifest error.

Notwithstanding paragraph (d) above, each Lender shall maintain in its books one or more control accounts in which, as the case may be, each Utilisation in which it has participated, each Unpaid Sum owed to it, any other amount owed to it by the Obligors in connection with this Agreement and the interest accruing on any such amount shall be evidenced. The balances reflected in such accounts shall constitute conclusive evidence of the existence and amounts owed to such Lender by the Obligors, absent manifest error.

Notwithstanding anything in this Agreement, failure by the Facility Agent to deliver the repayment schedule to the Borrower and CESCE in accordance with paragraph (b) or (c) above or to maintain the control accounts in accordance with paragraph (d) above shall not affect the obligation of the Borrower to repay the Loan in accordance with paragraph (a) above.

Reborrowing

PREPAYMENT AND CANCELLATION

Illegality for Lenders

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

upon the Facility Agent notifying the Borrower the Commitment of that Lender will be immediately cancelled; and

the Borrower shall repay that Lender’s participation in the Loan on the last day of the Interest Period occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law).

Illegality of the Obligors or the Transaction Documents

In the event that:

it becomes unlawful in any applicable jurisdiction for any Obligor to perform any of its obligations as contemplated by this Agreement or any of the other Transaction Documents; or

any of the Transaction Documents, the CESCE Policy or the ▇▇▇▇ ceases to be valid, enforceable, lawful or effective or is terminated, suspended, rescinded, cancelled or repudiated by any of the parties thereto for any reason whatsoever and any of the foregoing is not attributable to or connected to, or as a result of, any act or omission of any Obligor;

Notwithstanding paragraph (a) above, where such invalidity, unenforceability, unlawfulness, ineffectiveness, termination, suspension, rescission, cancellation or repudiation relates to an Underlying Contract and provided that the Borrower has delivered to the Facility Agent in each case in form and substance satisfactory to the Facility Agent:

evidence that either:

if the same occurs prior to the Effective Delivery Date, a Full Transfer of the Shipbuilding Contract has occurred and the Borrower is entitled to take delivery of the Vessel from the Shipbuilder in accordance with the terms of the Shipbuilding Contract and, if the Contract Price at the date of such transfer is greater than the Contract Price as of the date of this Agreement, that the Borrower has sufficient funds to pay the amount of any such increase; or

the Vessel has been delivered to the Borrower and that the Borrower has received full and unencumbered (other than pursuant to Permitted Encumbrances) title to the Vessel and that the Vessel is duly registered in the name of the Borrower as owner on the Maritime Registry;

if the same occurs on or after the Effective Delivery Date, a Replacement First Priority Mortgage and a Replacement Deed of Covenants each executed by the Leasing Company, the Owner or the Borrower, as applicable, and evidence that such Replacement First Priority Mortgage has been duly registered on the Maritime Registry; and

a legal opinion from a reputable and experienced law firm acceptable to the Facility Agent in the jurisdiction of the Maritime Registry and addressed to the Lenders attesting to the registration of the Vessel and the Replacement First Priority Mortgage and confirming the first priority rights of the Lenders thereunder;

Mandatory Prepayment

Voluntary Cancellation

Voluntary Prepayment of Loan

The Borrower may, if it gives the Facility Agent not less than thirty (30) days’ (or such shorter period as the Facility Agent with the approval of ICO may agree) prior notice, and subject to the prior approval of the ECA Coordinator acting on the instructions of CESCE and ICO, prepay the whole or any part of the Loan and if in part, being an amount that reduces the amount of the Loan by a minimum amount of one million Dollars (USD 1,000,000) and in a multiple of one million Dollars (USD 1,000,000) other than in the event where the prepayment is in respect of the entire outstanding balance of the Loan.

Any prepayment made pursuant to this Clause 7.5 (Voluntary Prepayment of Loan) shall be applied to the Loan in inverse order of maturity of the amounts due thereunder or as otherwise notified to the Borrower by the Facility Agent (as advised to the Facility Agent by the ECA Coordinator acting on the instructions of CESCE and ICO).

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 12.2 (Tax Gross-up); or

any Lender claims indemnification from the Borrower under Clause 12.3 (Tax Indemnity) or Clause 13.1 (Increased Costs),

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

On the last day of the first 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 the Loan.

Subject to the satisfaction of the conditions set forth in paragraph (e) below, the Borrower may, in the circumstances set out in paragraph (a) above or if any Lender claims that it has become unlawful in any applicable jurisdiction for such Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Utilisation under Clause 7.1 (Illegality for Lenders), upon five (5) Business Days’ prior notice to the Facility Agent and that Lender and at the Borrower’s sole cost and expense, replace that Lender by requiring that Lender to (and, to the extent permitted by Law, that Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 (Changes to the Lenders) upon receipt of an amount equal to the outstanding principal amount of such Lender’s participation in the Loan and all accrued interest and other amounts payable in relation thereto under the Finance Documents.

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

the Facility Agent shall have received the prior written approval of CESCE and ICO to the change of Lender;

the Borrower shall have no right to replace any Administrative Party;

no Administrative Party or any Lender shall have any obligation to find a replacement Lender; and

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.

Restrictions

Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in 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 any amounts due by the Borrower pursuant to Clause 9 (Broken Funding Indemnity).

The Borrower may not reborrow any part of the Facility which is prepaid.

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

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to each affected Lender.

If all or part of the Loan is repaid or prepaid and is not available for redrawing, an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably.

INTEREST

Interest Periods

The period for which the Loan is outstanding shall be divided into successive periods (each an “Interest Period”) each of which shall start on (and include) an Interest Payment Date and shall end on (but exclude) the next succeeding Interest Payment Date.

The first Interest Period for the Loan shall start on (and include) the first Utilisation Date and end on (but exclude) the last day of such Interest Period. Each subsequent Interest Period for the Loan shall start on (and include) the last day of the previous Interest Period and end on (but exclude) the last day of the relevant Interest Period, provided that the Interest Period occurring prior to the first Repayment Date shall start on (and include) the last day of the previous Interest Period and end on (but exclude) the first Repayment Date.

No Interest Period shall extend beyond the Maturity Date.

Consolidation of Interest Periods

Calculation of Interest

Payment of Interest

Default Interest

If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two per cent. (2%) higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Utilisation of the overdue amount for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). Any interest accruing under this Clause 8.5 (Default Interest) shall be immediately payable by the Borrower on demand by the Facility Agent.

If any overdue amount consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period:

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period; and

the rate of interest applying to the overdue amount during that first Interest Period shall be two per cent. (2%) higher than the rate which would have applied if the overdue amount had not become due.

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

BROKEN FUNDING INDEMNITY

Broken Funding Indemnity

The Borrower shall fully and promptly indemnify each Finance Party, CESCE and ICO from and against any losses including, without limitation, any losses suffered or incurred by it in liquidating or redeploying deposits in Dollars taken by it or contracted to be taken by it or in un-winding, examining, breaking, terminating, closing out, cancelling, substituting or replacing or modifying any such deposits or any swap or other hedging arrangements entered into for the purposes of or in connection with its funding, provision or hedging of all or any part of the Loan (whether such arrangements are concluded with third parties or otherwise) or the funding of the Loan or, in the case of CESCE, pursuant to or in connection with the CESCE Policy or, in the case of ICO, pursuant to or in connection with the ▇▇▇▇, or any amounts made available by it or scheduled amounts owed to it pursuant to or in connection with the Finance Documents (or any of them) or any interest exposure thereunder which it may suffer or incur as consequence of:

any failure by the Borrower to make a drawing in accordance with a Utilisation Request;

any prepayment of all or any part of the Loan for any reason whatsoever or any cancellation of all or any part of the Commitments for any reason whatsoever;

any failure by the Borrower to make prepayment in accordance with a prepayment notice or to make a cancellation in accordance with a cancellation notice;

any repayment of the Loan or any payment of interest other than on and in the amounts specified against the Repayment Dates and Interest Payment Dates and in accordance with Clause 8 (Interest) and Clause 6 (Repayment); or

any failure by the Borrower to make timely payment of scheduled amounts owed by the Borrower to it pursuant to or in connection with the Finance Documents (or any of them).

Following the request of the Borrower, each Lender (but, for the avoidance of doubt, not CESCE or ICO) shall provide a statement confirming the amounts for which it requires payment from the Borrower under this Clause 9.1 (Broken Funding Indemnity) and setting out reasonable details of its calculations (in accordance with market practice).

Exceptions

are expressly indemnified or dealt with (including by being excluded from the Borrower’s liability) by another provision of this Agreement; or

result from the fraudulent or wilful misconduct or gross negligence of the relevant Finance Party, or the breach by such Finance Party of any of its obligations under this Agreement (save where such breach is the result of an act or omission of the Borrower).

Confirmation

FEES

Commitment Fee

The Borrower shall pay to the Facility Agent (for the account of each Lender) in Dollars a commitment fee computed at the rate of zero point six per cent. (0.6%) per annum on each Lender’s Available Commitment (the “Commitment Fee”).

The accrued Commitment Fee shall be calculated from the date of execution of this Agreement and shall be payable in arrears:

on the last day of each successive period of six (6) Months which ends prior to the first Interest Payment Date;

on the first Interest Payment Date and on each Interest Payment Date thereafter occurring before the Availability Period Termination Date;

on the first Interest Payment Date occurring after the Availability Period Termination Date; and

if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

Arrangement Fee

Subject to paragraph (c) below, the Borrower shall pay to the Facility Agent (for the account of the Mandated Lead Arrangers pro rata to their Commitments on the date of this Agreement in their capacity as Original Lenders) in Dollars an arrangement fee computed at the rate of one point twenty five per cent. (1.25%) on the Total Commitments in Dollars (the “Arrangement Fee”).

The Arrangement Fee shall be paid on the later of the date of this Agreement and the date on which the CESCE Policy is issued.

Fifty per cent. (50%) of the arrangement fee paid to the Mandated Lead Arrangers pursuant to the joint fee letter dated 21 May 2010 from the Mandated Lead Arrangers to the Obligors shall be credited to the Borrower’s payment of the Arrangement Fee.

Agency Fee

The Borrower shall pay to the Facility Agent (for its own account) an annual agency fee in the amount of twenty five thousand Dollars (USD 25,000) (the “Agency Fee”).

The initial Agency Fee shall be paid on the later of the date of this Agreement and the date on which the CESCE Policy is issued and shall thereafter be paid on each annual anniversary of such initial payment date until this Agreement is terminated in accordance with its terms.

CESCE PREMIUM

Payment by the Borrower

The Borrower shall bear the cost of the CESCE Premium (including, for the avoidance of doubt, any portion thereof which is not financed by the Facility).

The CESCE Premium is estimated, for information purposes only, as the amount which is equal to three point six seven six five per cent. (3.6765%) of the total Facility amount, corresponding to the aggregate of the Base Facility Amount and the CESCE Premium itself (the “Estimated CESCE Premium”).

The Obligors acknowledge that the amount of the CESCE Premium may be increased or decreased by CESCE (including as described in paragraph (e) below) so that such amount is greater or less than the Estimated CESCE Premium. The ECA Coordinator will only be notified of the actual amount of the CESCE Premium on the date of final issuance of the CESCE Policy and will promptly notify the Facility Agent thereof. Following receipt of the CESCE Policy, the Facility Agent shall promptly notify the Borrower of the actual amount of the CESCE Premium.

The Borrower shall make payment of the CESCE Premium (including, for the avoidance of doubt, any portion thereof which is not financed by the Facility) notwithstanding the amount thereof. Such payment shall be made as follows:

the Borrower shall pay the CESCE Premium as stated in the CESCE Policy to the Facility Agent (for the account of CESCE) on the first Utilisation Date pursuant to a Utilisation; and

in the event that after the issuance of the CESCE Policy it is determined that the final amount of the CESCE Premium is greater than the amount stated in the CESCE Policy, the Borrower shall promptly (and in any event within two (2) Business Days of being notified by the Facility Agent) pay such additional amount to the Facility Agent (for the account of CESCE) in cash with the Borrower’s own funds.

If the Availability Period is extended by agreement between the Borrower and the Facility Agent as a result of the Effective Delivery Date occurring (or it becoming reasonably expected that the Effective Delivery Date will occur) after the Expected Delivery Date, the CESCE Premium may be redetermined by CESCE and notified to the Borrower by the Facility Agent, and any increase thereof shall be promptly paid by the Borrower to the Facility Agent (for the account of CESCE) in cash with the Borrower’s own funds.

In the event that after the first Utilisation Date it is determined that the amount of the CESCE Premium is less than the amount stated in the CESCE Policy, the Facility Agent shall notify the Borrower and shall request a reimbursement of the excess from CESCE. On the first Interest Payment Date following the Facility Agent’s receipt of such amount from CESCE, the Facility Agent shall apply such excess in prepayment of the Loan (such prepayment to be applied to the Loan in the inverse order of maturity of amounts due thereunder or as otherwise instructed by CESCE and/or ICO).

Borrower’s Payment Obligations

The Obligors acknowledge that the Borrower’s obligation to pay one hundred per cent. (100%) of the CESCE Premium and all other duly documented costs of CESCE incurred in connection with the CESCE Policy at the times required under Clause 11.1 (Payment by the Borrower) is absolute and unconditional.

The Obligors acknowledge that, subject to Clause 11.1(d) and (e), no Finance Party is in any way involved in or responsible for the calculation or payment of any part of the CESCE Premium. The Obligors will not raise against any Finance Party any claim or defence of any kind whatsoever in relation to the calculation or payment of any part of the CESCE Premium.

The Facility Agent shall request a reimbursement from CESCE of the CESCE Premium in the event that the ECA Coordinator should qualify for such a reimbursement under the terms of the CESCE Policy. If the Facility Agent actually receives a reimbursement of all or part of the CESCE Premium from CESCE, such reimbursement shall be applied by the Facility Agent to the Loan or otherwise in accordance with CESCE’s instructions.

Notwithstanding paragraph (c) above and Clause 11.1(f), the CESCE Premium is not refundable to the Borrower for any reason whatsoever, including without limitation upon any prepayment of the Facility in whole or in part. Any Utilisations made for purposes of financing the CESCE Premium shall be repaid in full by the Borrower in accordance with the terms hereof.

TAX GROSS UP AND INDEMNITIES

Definitions

Tax Gross-up

Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

Each Obligor shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrower.

If a Tax Deduction is required by law to be made by an Obligor on account of Indemnified Taxes, the amount of the payment due from that Obligor shall be increased to an amount which (after making such Tax Deduction) leaves an amount equal to the payment which would have been due if no such Tax Deduction had been required.

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

Tax Indemnity

If a Finance Party pays or is required to pay any Indemnified Taxes (other than Taxes described in Clause 12.5 (Stamp Taxes) or Clause 12.6 (Value Added Tax) in respect of which the terms of the relevant Clause shall apply), the Borrower shall (within ten (10) Business Days of demand by the Facility Agent) pay and indemnify the relevant Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered for or on account of such Indemnified Tax.

A Finance Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrower.

A Finance Party shall, on receiving a payment from an Obligor under this Clause 12.3 (Tax Indemnity), notify the Facility Agent.

Tax Credit

a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

that Finance Party has obtained, utilised and reclaimed that Tax Credit,

Stamp Taxes

Value Added Tax

All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT.

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

Confidential Information

INCREASED COSTS

Increased Costs

Subject to Clause 13.3 (Exceptions) the Borrower shall, within ten (10) Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

In this Agreement “Increased Costs” means:

a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

an additional or increased cost; or

a reduction of any amount due and payable under any Finance Document,

Increased Cost Claims

A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased Costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.

Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs.

Exceptions

Clause 13.1 (Increased Costs) does not apply to the extent any Increased Cost is:

attributable to a Tax Deduction required by law to be made by an Obligor;

compensated for by Clause 12.3 (Tax Indemnity), Clause 12.5 (Stamp Taxes) or Clause 12.6 (Value Added Tax);

in respect of an Excluded Tax;

attributable to the breach by the relevant Finance Party or its Affiliates of any law or regulation; or

attributable to the application, implementation or compliance with the Basel II Paper.

In this Clause 13.3 (Exceptions), references to “Tax Deduction” and “Excluded Tax” have the same meanings given to them in Clause 12.1 (Definitions).

OTHER INDEMNITIES

Operational Indemnity

the purchase, sale, financing, ownership, type, design, manufacture, performance, construction, description, condition, order, state, repair, maintenance, modification, fuelling, supplying, ▇▇▇▇▇▇▇, crewing, servicing, seaworthiness, use, employment, operation, chartering, leasing or hire of the Vessel and the death or injury or damage of any kind caused to any person (including, without limitation, the master, the crew or any passengers of the Vessel) or the assets of any person resulting from any of the foregoing or arising out of any defect in the design or construction of the Vessel; and

any arrest, seizure, forfeiture or detention of the Vessel or any Encumbrance of the Vessel;

Currency Indemnity

If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

making or filing a claim or proof against an Obligor;

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings;

Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

Default Indemnity

the occurrence of any Default and/or the exercise and enforcement of any of its rights under the Finance Documents;

a failure by the Borrower to pay any amount due and payable under a Finance Document on its due date, or to comply with any obligation under the Finance Documents;

funding, or making arrangements to fund, its participation in a Utilisation requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than if such Utilisation is not made solely as a result of such Finance Party’s gross negligence or wilful misconduct);

any failure by the Borrower to make prepayment in accordance with a prepayment notice or to make cancellation in accordance with a cancellation notice; or

any Environmental Claim, breach of any Environmental Law or any Environmental Incident.

Indemnity to the Facility Agent and the Security Agent

investigating any event which it reasonably believes is a Default; or

acting or relying on any notice request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

Indemnity to the ECA Coordinator

MITIGATION BY THE FINANCE PARTIES

Mitigation

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality for Lenders), Clause 9 (Broken Funding Indemnity) Clause 12 (Tax Gross Up and Indemnities), Clause 13 (Increased Costs) or Clause 14 (Other Indemnities) (including (but not limited to) if possible transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

Paragraph (a) above does not in any way limit the obligations of the Obligors under the Finance Documents.

Conditions of Mitigation

The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it or have an adverse effect upon its business, operations or financial condition or is likely to result in a material additional cost to such Finance Party.

COSTS AND EXPENSES

Transaction Expenses

this Agreement and any other documents referred to in this Agreement; and

any other Finance Documents executed after the date of this Agreement.

Amendment Costs

Enforcement Costs

GUARANTEE AND INDEMNITY

Guarantee and Indemnity

guarantees to each Finance Party the punctual performance by the Borrower of all of the Borrower’s obligations under the Finance Documents (including, without limitation, the payment of any interest accruing at the default rate pursuant to Clause 8.5 (Default Interest));

undertakes with each Finance Party that, whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

agrees with each Finance Party that, if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal, the Guarantor will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

Continuing Guarantee

Reinstatement

Waiver of Defences

any time, waiver or consent granted to, or composition with, any Obligor or other person;

the release of the Borrower or any other person under the terms of any composition or arrangement with any creditor of any Obligor;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

any insolvency or similar proceedings.

Immediate Recourse

Appropriations

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and

hold in an interest-bearing suspense account any moneys received from the Guarantor in respect of the Guarantor’s liability under this Clause 17 (Guarantee and Indemnity) or on account of the Guarantor’s liability under this Clause 17 (Guarantee and Indemnity).

Deferral of Guarantor’s Rights

to be indemnified by the Borrower;

to claim any contribution from any other guarantor of the Borrower’s obligations under the Finance Documents;

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

to bring legal or other proceedings for an order requiring the Borrower to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and Indemnity);

to exercise any right of set-off against the Borrower; and/or

to claim or prove as a creditor of the Borrower in competition with any Finance Party.

Additional Security

REPRESENTATIONS

Status

It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

It and each of its Subsidiaries (if any) has the power to own its assets and carry on its business as it is being conducted.

Binding Obligations

Non-conflict with other Obligations

any law or regulation applicable to it;

its constitutional documents; or

any agreement or instrument binding upon it or any of its assets.

Power and Authority

Validity and Admissibility in Evidence

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation;

Governing Law and Enforcement

The choice of English law, Norwegian law or Spanish law, as the case may be, as the governing law of the Finance Documents to which it is a party will be recognised and enforced in the jurisdiction of its incorporation, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Effectiveness and Conditions of Utilisation).

Any judgment obtained in England, Norway or Spain, as the case may be, in relation to a Finance Document to which it is a party will be recognised and enforced in the jurisdiction of its incorporation, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Effectiveness and Conditions of Utilisation).

No Filing or Stamp Taxes

Sole Purpose

Ownership

the Guarantor is the indirect owner of one hundred per cent. (100%) of the Stock and voting rights of JRM Norway;

JRM Norway is the direct owner of seventy five per cent. (75%) of the Stock and voting rights of the Borrower; and

OTS 105 is the direct owner of twenty five per cent. (25%) of the Stock and voting rights of the Borrower.

No Withholdings

No Default

No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

No other event or circumstance exists which constitutes or could reasonably be expected to constitute a Material Adverse Event.

Original Financial Statements

Its Original Financial Statements were prepared in accordance with GAAP consistently applied (subject to the absence of footnote disclosure and normal year-end audit adjustments with respect to quarterly Financial Statements).

Its Original Financial Statements fairly represent in all material respects its financial condition and operations during the relevant period.

There has been no material adverse change in its business or financial condition since 30 June 2010.

Sufficiency of Funds

No Winding -Up