EX-4.4 2 dex44.htm FACILITIES AGREEMENT DATED AS OF SEPTEMBER 30, 2010 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...

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

No Misleading Information

All written or formally presented information (other than projections and information of a general economic or industry nature) provided to the Lenders by it prior to the execution of this Agreement in connection with the transactions contemplated by this Agreement and the other Finance Documents was true and accurate in all material respects, when taken as a whole and after giving effect to all supplements thereto, as at the date it was provided or as at the date (if any) at which it is stated, in light of the circumstances under which such information was provided.

Any written or formally presented financial projections provided to the Lenders by it prior to the execution of this Agreement have been prepared in good faith on the basis of recent historical information and on the basis of assumptions and estimates believed by it to be reasonable at the time made, it being understood that actual results may vary materially from the projections.

All written information (other than projections and information of a general economic or industry nature) supplied to the Finance Parties by it in connection with the Transaction Documents was true and accurate in all material respects, when taken as a whole and after giving effect to all supplements thereto, as at the date at which it is stated to be given (if any) and it has not omitted to supply any information which, if disclosed, would make the information supplied untrue or misleading in any material respect, in light of the circumstances under which such information was provided.

Security

The Borrower is the legal and beneficial owner of, or has valid leasehold interests in, the Vessel, the receivables and all other assets and receivables over which it purports to grant a security interest pursuant to each Security Document, except for such assets that have been sold or otherwise disposed of as permitted by this Agreement.

Each of the Security Documents creates and gives rise to valid and enforceable first priority security interests, subject only to claims which are mandatorily preferred by Law and general principles of law that are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Effectiveness and Conditions of Utilisation).

The Borrower has taken or caused to be taken all actions required to be taken and has provided assistance to the Finance Parties when reasonably requested in order to ensure under Applicable Law the validity, enforceability, first ranking priority and perfection of the security interests contemplated by the Security Documents, subject only to claims which are mandatorily preferred by Law and general principles of law that are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Effectiveness and Conditions of Utilisation).

No Other Indebtedness or Encumbrances

Pari Passu Ranking

Immunity

No Proceedings Pending or Threatened

Illegal or Corrupt Practices

Establishment in the United Kingdom

Repetition

INFORMATION UNDERTAKINGS

Financial Statements

The Borrower shall supply to the Facility Agent in electronic format (i) its annual Financial Statements as soon as practicable but in any event no later than one hundred (100) days after each 31 December and (ii) its quarterly Financial Statements as soon as practicable but in any event no later than sixty (60) days after each 31 March, 30 June and 30 September.

The Guarantor shall supply to the Facility Agent in electronic format (i) its annual Financial Statements as soon as practicable but in any event no later than ninety (90) days after each 31 December and (ii) its quarterly Financial Statements as soon as practicable but in any event no later than forty five (45) days after each 31 March, 30 June and 30 September.

Each set of Financial Statements delivered by an Obligor pursuant to paragraph (a) or (b) above, as applicable, shall be certified by an officer or director of such Obligor as fairly presenting in all material respects its consolidated financial condition as at the date as at which those Financial Statements were drawn up (subject to the absence of footnote disclosure and normal year-end audit adjustments with respect to quarterly Financial Statements).

Each Obligor shall procure that each set of its Financial Statements delivered pursuant to paragraph (a) or (b) above, as applicable, is prepared using GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments with respect to quarterly Financial Statements).

Construction Reports

details of the physical progress of the Vessel;

a schedule which describes such progress in percentages corresponding to the Vessel as a whole and to each section of the Vessel, in each case identifying the relevant scheduled completion dates;

details of any incident that may cause delays in the construction of the Vessel, including without limitation stock-up problems;

material modifications of any characteristic of the Vessel or any part thereof;

confirmation that the payments paid to the Shipbuilder correspond to the milestones in the Shipbuilding Contract or otherwise correspond to the progress of the Vessel; and

any other information as is required by CESCE, provided that the Borrower has received a written request therefor and has had a reasonable amount of time to act upon any such request taking into account any time period allotted to the Finance Parties by CESCE for such action.

CESCE and ICO Information

Valuations

Shipbuilding Contract

Miscellaneous

all documents of a material nature dispatched by the Borrower to its shareholders generally and all documents dispatched to its creditors generally, in each case at the same time as they are dispatched;

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened in writing or pending against any Obligor, and which would reasonably be expected to, if adversely determined, constitute a Material Adverse Event; and

promptly, such further information regarding the financial condition, business and operations of either Obligor as any Finance Party may reasonably request (through the Facility Agent) or as requested by CESCE and/or ICO (through the Facility Agent).

Notification of Default

The Borrower shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

Promptly upon a request by the Facility Agent, the Borrower shall supply to the Facility Agent a certificate signed by a duly authorised signatory on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

“Know your Customer” Checks

If:

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

any change in the status or ownership of an Obligor after the date of this Agreement; or

a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order for the Facility Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

Change of Expected Delivery Date

Notification of Intended Title Transfers

Notification of Establishment in the United Kingdom

FINANCIAL COVENANTS

Borrower Financial Covenant

The Borrower undertakes to procure that as of each measurement date described in this Clause 20.1 (Borrower Financial Covenant) the Fixed Charge Coverage Ratio shall not be less than 1.25x.

The Fixed Charge Coverage Ratio shall be determined (a) as of the last day of the third full Fiscal Quarter after the Effective Delivery Date (the “First FCC Calculation Date”) for the three (3) Fiscal Quarters ending on such day and (b) as of the last day of each Fiscal Quarter after the First FCC Calculation Date for the four (4) Fiscal Quarters ending on such day.

Guarantor Financial Covenants

the Leverage Ratio, as determined as of the last day of each Fiscal Quarter, for the four (4) Fiscal Quarters ending on such day, shall not be more than 2.50x; and

the Interest Coverage Ratio, as determined as of the last day of each Fiscal Quarter, for the four (4) Fiscal Quarters ending on such day, shall not be less than 4.00x for such four Fiscal Quarter.

Vessel Financial Covenant

Compliance Certificate

Commencing with the First FCC Calculation Date, as soon as practicable, but in any event no later than the deadline for the delivery of the Borrower’s Financial Statements set out in Clause 19.1(a) for such Fiscal Quarter or Fiscal Year, as applicable, the Borrower shall deliver to the Facility Agent a Compliance Certificate certifying its compliance with the financial covenant set out in Clause 20.1 (Borrower Financial Covenant).

As soon as practicable, but in any event no later than the deadline for the delivery of the Guarantor’s Financial Statements set out in Clause 19.1(b) for such Fiscal Quarter or Fiscal Year, as applicable, the Guarantor shall deliver to the Facility Agent a Compliance Certificate certifying its compliance with the financial covenants set out in Clause 20.2 (Guarantor Financial Covenants).

As soon as practicable, but in any event no later than thirty (30) days after each annual anniversary of the Effective Delivery Date, the Borrower shall deliver to the Facility Agent a Compliance Certificate certifying that the Vessel complies with the financial covenant set out in Clause 20.3 (Vessel Financial Covenant).

Matching Rights

In the event that the financial covenants granted by the Guarantor under any other credit facility of the same nature as the Senior Credit Facility are more favourable to the lenders under such facility than those set out in Clause 20.2 (Guarantor Financial Covenants):

the Guarantor shall immediately inform the Facility Agent of the existence and content of such covenants; and

the Guarantor’s financial covenants set out in Clause 20.2 (Guarantor Financial Covenants), and any defined terms used or incorporated therein, shall be adjusted to be aligned with the financial covenants granted to such other lenders.

In the event that the financial covenants granted by the Guarantor under any other credit facility entered into with (all but not some of) the Lenders of the same nature as the Senior Credit Facility are less favourable under such facility than those set out in Clause 20.2 (Guarantor Financial Covenants):

the Guarantor shall inform the Facility Agent of the existence and content of such credit facility and covenants; and

the Guarantor’s financial covenants set out in Clause 20.2 (Guarantor Financial Covenants), and any defined terms used or incorporated therein, shall be adjusted to be aligned with the financial covenants granted in such credit facility.

GENERAL UNDERTAKINGS

Authorisations

obtain, comply with and do all that is necessary to maintain in full force and effect; and

supply certified copies to the Facility Agent of,

Compliance with Laws

Each Obligor shall comply in all respects with all Applicable Laws, if failure so to comply would materially impair its ability to perform its obligations under the Transaction Documents.

The funds that each Obligor shall use to pay any and all amounts due by it under the Transaction Documents shall not derive from, and shall not be connected to, any prohibited activities in any way whatsoever and each Obligor shall not commit (and shall use commercially reasonable efforts to procure that none of its employees commits), in whatever form, any act of corruption, active or passive (howsoever defined in any jurisdiction or by any international treaty) in any jurisdiction.

Amendments, Consents and Approvals under Transaction Documents

Charters

The Borrower shall not and shall not permit any other person to let, lease, licence or charter the Vessel on a bareboat basis without the prior written consent of the Facility Agent.

The Borrower shall procure that the Time Charter remains in full force and effect at all times up to and including the Maturity Date.

The Borrower may permit the Time Charterer to let, lease, licence or charter the Vessel on a sub-time charter basis provided that:

the Guarantor or one of its Subsidiaries (including the Borrower) or a manager hired by the Borrower with the prior written consent of the Facility Agent shall at all times maintain full operational control of the Vessel and shall at all times be responsible for the maintenance, crew, classification and insurance of the Vessel;

the Borrower shall remain responsible for the complete and proper performance of all of its obligations under this Agreement, the Bareboat Charter and the other Transaction Documents;

any such sub-sub-charter shall expressly state that the rights of the sub-sub-charterer are subject and subordinate to the rights of the Finance Parties under the First Priority Mortgage (and any Replacement First Priority Mortgage) and the rights of the Finance Parties in respect of the Vessel will not be adversely affected by any such sub-sub-charter;

the Borrower shall, within five (5) Business Days of the execution thereof, deliver to the Facility Agent a copy of any such sub-sub-charter entered into by the Time Charterer that is for a term of longer than twelve (12) months;

the rents payable by any sub-sub-charterer shall be at least equal to the rental payable to the Borrower pursuant to the Time Charter.

No Other Indebtedness or Encumbrances

Disposals

Merger

Each Obligor undertakes to the Finance Parties that until the Maturity Date it shall not, without the prior written consent of the Facility Agent, merge or consolidate with any other company or person unless such Obligor remains the surviving entity and provided always that such merger, consolidation or participation will not shall in the reasonable opinion of the Facility Agent give rise to or result in the occurrence of a Material Adverse Event.

The Borrower undertakes not to take any participation in the share capital (or equivalent) of any other person.

Change of Business

Security Agent’s Interest in the Vessel

defend the interest of the Finance Parties in the First Priority Mortgage or any Replacement First Priority Mortgage vis-à-vis third parties and shall, in the event of Compulsory Acquisition, Requisition for Hire, angary, theft, forfeiture, arrest or seizure of the Vessel, inform the Facility Agent promptly as soon as it becomes aware of the same and shall make all protests, file all actions, exercise all remedies and take all reasonably available measures to preserve the interests of the Finance Parties as mortgagees to recover the free use of the Vessel;

make known (and procure that it is made known) to all third parties to whom notification is necessary in order to preserve the rights of the Finance Parties as mortgagees, that the Vessel is and remains subject to the First Priority Mortgage or any Replacement First Priority Mortgage;

not (and procure each person that it permits to operate the Vessel shall not) purport or attempt to mortgage or pledge the Vessel, whether or not for compensation other than pursuant to the Mortgages;

not (and procure that no other person shall) create, incur or permit to arise or to exist upon the Vessel any Encumbrance whatsoever other than any Permitted Encumbrance;

ensure that there is on board the Vessel and accessible, copies of all drawings and specifications of the Vessel and all other documents which are required by Applicable Law to be kept on board the Vessel;

cause to be affixed on the bridge and in the master’s cabin of the Vessel in a completely visible position, and to maintain in such position unobscured and unobliterated, a framed notice inscribed with the following English text and a Spanish translation thereof:

in the event of a transfer of title to the Vessel to the Owner or the Borrower pursuant to the terms of the Underlying Contracts, cause the framed notice referred to in paragraph (f) above to be amended to include the name of the Owner or the Borrower, as applicable, as owner and mortgagor promptly after the date of such transfer of title.

Guarantor Covenants

it will maintain its seventy five per cent. (75%) ownership, either directly or indirectly, of the Stock and voting rights in the Borrower; and

in the event that OTS 105 (or any Affiliate of OTS 105 that becomes a successor Shareholder by duly executing an Accession Deed) fails to make any capital contributions to the Borrower required to be made by OTS 105 (or such successor Shareholder) under the Equity Owners Agreement, the Guarantor shall cause JRM Norway (or any Affiliate of JRM Norway that becomes a successor Shareholder by duly executing an Accession Deed) to exercise its step-in, step-up or similar rights under the Equity Owners Agreement and make such capital contributions.

OPERATIONAL COVENANTS

Applicable Laws

The Borrower shall procure the compliance with all Applicable Laws, including, without limitation, all Environmental Laws and Environmental Approvals, and all relevant customs, usages and recognised practices in respect of the condition, repair, maintenance, modification, fuelling, supplying, ▇▇▇▇▇▇▇, servicing, seaworthiness, use, employment or operation of the Vessel and documents to be maintained in respect of the Vessel and it shall procure that there are carried out and performed, at the Borrower’s own expense, all actions and formalities which are necessary or which are required under Applicable Law.

Without prejudice to the generality of paragraph (a) above, the Borrower shall procure:

that, in the operation of the Vessel, the rules of safety and hygiene, water pollution, the traffic regulations applicable at sea

and in harbour and the rules regarding the control of persons on board and the competence and aptitude of officers and seagoing personnel are respected in all material respects; and

the compliance in all material respects with, and shall procure that the Vessel at all times complies in all material respects with the requirements of, the ISM Code and the ISPS Code in force from time to time and promptly inform the Facility Agent if there is any threatened (in writing) or actual withdrawal of its document of compliance or of the Vessel’s safety management certificate (issued pursuant to the ISM Code).

Flag and Registration

Immediately upon Delivery of the Vessel, the Borrower shall at its own expense and in consultation with the Facility Agent, procure that the registration of the Vessel is effected in the relevant Maritime Registry, and thereafter take all action that is necessary to procure that such registration is maintained in force, except as permitted by paragraph (c) below.

The Borrower shall ensure that the Vessel will fly at all times the flag of, and will be registered in, the relevant Maritime Registry in the name of the Leasing Company or the Owner as applicable or immediately upon the transfer of title to the Vessel to the Borrower pursuant to the terms of the Underlying Contracts, in the name of the Borrower.

The Borrower shall procure that the relevant flag and/or the relevant Maritime Registry of the Vessel is not changed without the prior written consent of the Facility Agent unless:

the Borrower shall have provided at least ten (10) Business Days prior written notice to the Facility Agent (or such shorter period as the Facility Agent may agree);

the flag under which the Vessel is to be registered is a Maritime Registry; and

the Borrower procures the delivery to the Facility Agent of a Replacement First Priority Mortgage and, if so required by the Facility Agent, a Replacement Deed of Covenants together with a legal opinion in accordance with Clause 22.3(d) and otherwise complies with the requirements of Clause 22.3 (Mortgage Registration and Priority).

Mortgage Registration and Priority

The Borrower shall provide all assistance which is needed by the Security Agent relating to the registration on the Effective Delivery Date at the Borrower’s cost of the First Priority Mortgage (and to the filing of this Agreement, if applicable) with the relevant Maritime Registry.

Immediately after the transfer of title to the Vessel to the Owner pursuant to the terms of the Underlying Contracts the Borrower shall procure that the Owner grants a Replacement First Priority Mortgage over the Vessel to the Finance Parties and shall, if required by the Facility Agent, enter into a Replacement Deed of Covenants in favour of the Finance Parties.

Immediately after the transfer of title to the Vessel to the Borrower pursuant to the terms of the Underlying Contracts the Borrower shall grant a Replacement First Priority Mortgage over the Vessel to the Finance Parties and shall, if required by the Facility Agent, enter into a Replacement Deed of Covenants in favour of the Finance Parties.

The Borrower shall provide all assistance which is needed by the Finance Parties relating to the registration at the Borrower’s cost of any Replacement First Priority Mortgage required as result of any change of the Vessel’s flag or the Vessel’s owner (and to the filing of this Agreement, if applicable) with the Maritime Registry on the date of conclusion of such Replacement First Priority Mortgage and shall on such date, deliver to the Facility Agent a legal opinion in form an substance satisfactory to the Facility Agent 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 in the name of the Leasing Company, the Owner or the Borrower (as applicable) as owner and the registration of the Replacement First Priority Mortgage and confirming the first priority rights of the Lenders under the Replacement First Priority Mortgage.

The Borrower agrees that and shall procure the Leasing Company’s and the Owner’s agreement that the rights, title and interest of the Borrower, the Leasing Company and the Owner (as applicable) in and to the Vessel shall be subject and subordinate in all cases to the First Priority Mortgage or any Replacement First Priority Mortgage (as applicable) and all rights and remedies of the Finance Parties, including without limitation the remedies of sale, charter or foreclosure.

Classification and Equipment

The Vessel shall at all times be classified in accordance with the specifications set forth in Article II clause 3 (Classification, Rules and Regulations) of the Shipbuilding Contract, or substantially the equivalent of any other Classification Society.

The Borrower may, from time to time, change the classification company of the Vessel provided that (i) such classification company is a Classification Society (ii) the Borrower has obtained the prior written approval of the Facility Agent (not to be unreasonably withheld or

delayed) and (iii) the Borrower shall provide the Facility Agent with at least fifteen (15) Business Days’ (or such shorter period permitted by the Facility Agent in its sole discretion) prior written notice of any such change. All costs and expenses arising out of a change in the Classification Society (including without limitation, the costs associated with any reclassification works or class recommendation) shall be paid for by the Borrower.

Maintenance

Technical Records, Logs and Authorisation

Modifications

Cooperation with Lenders’ Technical Advisor

Inspection Rights

The Borrower shall procure that the Security Agent is at any time, at the Security Agent’s sole expense, on reasonable notice and provided that the operation of the Vessel is not unreasonably interrupted or impeded, allowed to inspect or instruct a duly authorised surveyor to inspect or survey the Vessel, the logs and technical records (unless such information is deemed confidential) to ascertain the condition of the Vessel and to satisfy the Security Agent and/or the Finance Parties that the Vessel is being operated, repaired and maintained in accordance with the provisions of this Agreement.

If a Default has occurred and is continuing (a) the cost of such inspection by the Security Agent shall be borne by the Borrower and (b) the Security Agent shall be granted unrestricted access to the logs, technical records and such other documentation as the Security Agent may reasonably request.

Information Regarding the Vessel

Environmental Claims

any Environmental Claim involving the Borrower or the Vessel; and/or

any Environmental Incident involving the Borrower or the Vessel which may give rise to any Environmental Claim;

Management of the Vessel

Export of the Vessel

INSURANCE

Required Insurances

The Borrower hereby undertakes that, at the Borrower’s own cost, it shall on the Effective Delivery Date obtain and at all times thereafter maintain the following Insurances in respect of the Vessel each with Approved Insurers and placed through Approved Insurance Brokers:

hull and machinery insurance and increased value or disbursements insurance;

war and usual dispossession risks (including war protection and indemnity risks and terrorism risks up to the amount insured under Hull War, and including LPO n°444 or other applicable equivalent);

protection and indemnity risks (including pollution liability risks) for the full tonnage of the Vessel in a protection and indemnity association or club member of the ‘International Group of P&I Clubs’; and

all other insurances which are required by Applicable Law and international market practice for the operation of the Vessel.

The Borrower undertakes to effect the Insurances referred to in paragraph (a) above:

in Dollars;

in the case of the Insurances referred to in paragraphs (a)(i) and (ii) above, on an agreed value basis in an amount which shall not be less than the Required Insured Value and with a deductible no greater than one million Dollars (USD 1,000,000) per claim;

in the case of the Insurances referred to in paragraph (a)(iii) above, in an amount equal to the maximum limit of cover generally available including all customary contractual liability extensions in respect of the Borrower’s contractual exposures and generally taken out by reputable international shipowners from protection and indemnity associations that are members of the ‘International Group of P&I Clubs’ including (A) for pollution liability risks, the maximum limit of cover for which is currently one billion Dollars (USD 1,000,000,000), and (B) for other liability risks (save and except for passenger claims from cruise ships) the maximum limit of cover for which is currently approximately five billion Dollars (USD 5,000,000,000);

with an Approved Insurance Broker and with Approved Insurer(s) provided however that the war and dispossession risks and protection and indemnity risks insurances may be effected with first class war risks and protection and indemnity risks associations or clubs that are member of the ‘International Group of P&I Clubs’;

with the Borrower named as assured in its capacity as charterer of the Vessel and the Security Agent named as sole loss payee in the case of a Total Loss and in the case of a partial loss or damage where the claim payable under the insurances is more than fifteen million Dollars (USD 15,000,000) in its capacity as

agent on behalf of the Finance Parties, in each case warranted no operational interest and with full waiver of rights of subrogation, but without such party being liable to pay (but having the right to pay following the Borrower’s failure to pay and the expiry of any applicable grace period) premiums, calls, or other assessments in respect of such insurance or, in the case of the P&I Club entry, with the Security Agent or the Finance Parties, as applicable, noted as mortgagee(s) together with the P&I Club’s standard loss payable clause, and the Borrower shall procure that the P&I Club executes and provides its standard letter of undertaking addressed to the Security Agent; and

on terms and conditions reasonably satisfactory to the Facility Agent and the Insurance Advisor.

Required Insurances

Insurance Covenants

The Borrower shall procure that prior to the expiry of any Insurance for the Vessel, such Insurance is renewed or replaced and the Approved Insurance Brokers and/or each Approved Insurer shall provide a letter of undertaking to the Finance Parties (in form and substance satisfactory to the Facility Agent and CESCE) in which it undertakes:

to inform the Finance Parties in writing within fourteen (14) days of any risk that any Insurance be cancelled, suspended, reduced significantly or not be renewed;

not to cancel the Insurances without giving at least fourteen (14) days (or seven (7) days with respect to war risks) prior written notice to the Finance Parties; and

to refrain from applying to the Finance Parties any pro rata sharing rule in case of loss.

The Borrower shall upon the date of renewal or replacement of any Insurance and on any other date requested by CESCE deliver to the Facility Agent a certificate of the Approved Insurance Broker evidencing that all Insurances required under this Agreement are in place.

All Insurance instruments shall (i) include or incorporate by reference the general and particular conditions, (ii) mention the name of the leading and other Approved Insurer with their pro rata share and (iii) state that the general average, if any, shall be settled according to the York Antwerp Rules of 1974, as amended in 1994.

In the event that any risk is insured with more than one Approved Insurer or insurance market, all Insurance instruments shall contain a “To Follow” clause and a law and jurisdiction clause each approved by the Facility Agent and CESCE.

None of the Insurance instruments shall be subject to retroactive cancellation of the Insurances for non-payment of premiums, save in respect of fraud.

Further Covenants

punctually pay all premiums, calls, contributions or other sums payable in respect of all Insurances and within any applicable grace period;

arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;

procure that there is duly endorsed upon all Insurance instruments such loss payable clause, notice of assignment clause signed by the Borrower with respect to the Vessel and notice of cancellation clause as may be agreed herein or in connection herewith;

procure that certified copies of all Insurance instruments in due time (but not more frequently than annually and, in the case of a policy period of more than twelve (12) months, not more than once in each policy period) shall be delivered to and held by the Facility Agent;

procure that all Insurance instruments shall expressly provide that the Approved Insurers or the protection and indemnity and/or war risks association or club waives all rights of subrogation and all rights of recourse against the Finance Parties;

not employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the Insurance instruments (including any express or implied warranties contained therein) without

first obtaining the consent of the insurers to such employment and complying with such requirements as to extra premium or otherwise as the insurers may prescribe;

apply all such sums as are received by it in respect of the Insurances for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance moneys shall have been received;

not make any material adverse alteration to the Insurances without the prior written consent of the Facility Agent acting reasonably;

not settle or compromise any claim under the Insurances in respect of a Total Loss of the Vessel unless the insurance recovery under such settlement or compromise will be sufficient to discharge the Required Insured Value;

that all necessary action is taken and all requirements are complied with which may, from time to time, be applicable to the Insurances (including, without limitation, the making of all requisite declarations within any prescribed time limits and the payment of any additional premiums or calls) so as to ensure that the Insurances are not made subject to any exclusions or qualifications that might have a material adverse effect on the Finance Parties to which the Facility Agent has not given its prior written consent;

in the event that it becomes the group-wide practice of the Borrower in respect of vessels similar to the Vessel to procure additional insurances or insurance cover in excess of the Insurances in respect of such similar vessels, that the same is procured in respect of the Vessel; and

procure that all steps under its control are taken to seek to avoid the occurrence of any act or omission, which would enable cancellation of any of the Insurances or render any of the Insurances invalid, void, unenforceable or render any sum paid out under any of the Insurances repayable in whole or in part.

Facility Agent’s Right to Insure

In the event that the Borrower fails to procure and maintain the Insurances in accordance with this Clause 23 (Insurance), the Facility Agent may (but shall not be obliged to), without prejudice to the rights of the Lenders under Clause 26.19 (Remedies), with prior written notice to the Borrower, procure and maintain insurance and entries in a protection and indemnity association or club as required herein and pay the premiums therefore at any time whilst such failure is continuing.

Upon the Facility Agent giving notice to the Borrower of any amounts of premiums so paid and of any other expenses properly incurred by the Facility Agent pursuant to this Clause 23.5 (Facility Agent’s Right to Insure), the Borrower shall reimburse the Facility Agent in full therefor no later than fifteen (15) days from the date of the Borrower’s receipt of such notice together with interest thereon at the Default Rate.

Abandonment

Additional Insurance

Fleet Insurance

Lenders’ Insurance Advisor

LOSSES

Event of Loss

If an Event of Loss is suffered by the Vessel or the Vessel causes any damage or loss of any nature, the Borrower shall, in accordance with the normal practices of a prudent operator of vessels (taking into account the materiality or otherwise of the Event of Loss or other loss or damage in question), make claims to the relevant insurance companies or clubs.

The Borrower shall give the Security Agent written notice of any Event of Loss in an amount equal to or greater than the Major Casualty Amount within five (5) Business Days of becoming aware thereof.

The Borrower shall, upon the occurrence of an Event of Loss, take all reasonable steps to limit the extent of the damage. The Borrower alone will bear all costs not reimbursed or paid by the insurance companies.

Compulsory Acquisition

Insurance Proceeds

Where no Event of Default has occurred and is continuing:

any payment in respect of any damage or loss which is less than the Major Casualty Amount shall be payable directly to the Borrower or at its request to any repairer or supplier of replacement parts against an invoice, provided that:

the Borrower must first demonstrate to the reasonable satisfaction of the Facility Agent that the relevant repairs or replacement process, as applicable, can be commenced within ninety (90) days of the date of such damage or loss and completed within the earlier of one (1) year of the date of such damage or loss and two hundred seventy (270) days after commencement thereof; and

the failure of any of the conditions set forth in subclause (A) above to be satisfied in accordance with their terms shall constitute a mandatory prepayment event requiring the Borrower to (I) prepay the Loan in an amount equal to the relevant insurance payment (such prepayment to be applied to the Loan in the inverse order of maturity of amounts due thereunder) and (II) pay accrued interest and all amounts payable pursuant to Clause 9 (Broken Funding Indemnity) in respect of the amount so prepaid; and

any payment in respect of any damage or loss which exceeds the Major Casualty Amount shall be payable (in full and not just as to the excess) to the Security Agent and applied to the Loan in accordance with Clause 32.5 (Partial Payments) or, if so requested by the Borrower and with the prior written consent of the Facility Agent, which shall not be withheld if no Default shall have occurred and be continuing, may be paid directly to the Borrower or at its request to any repairer or supplier of replacement parts against an invoice.

Where an Event of Default shall have occurred and be continuing, any payment in respect of any damage or loss shall be payable in accordance with the instructions of the Facility Agent and applied to the Loan in accordance with Clause 32.5 (Partial Payments).

Any payment in respect of a Total Loss made by the insurers shall be paid to the Security Agent (without prejudice to the obligation of the

Borrower pursuant to Clause 24.4 (Total Loss)) and applied to the Loan in accordance with Clause 32.5 (Partial Payments) and, if the Borrower has paid or procured the payment of all amounts due under Clause 24.4 (Total Loss), any insurance proceeds in respect of a Total Loss shall be paid to the Borrower.

Total Loss

The Borrower shall immediately provide notice in writing to the Security Agent of the occurrence of a Total Loss of the Vessel as soon as becoming aware of such Total Loss.

Following the occurrence of a Total Loss of the Vessel (whether or not notified by the Borrower), the Borrower shall pay (or procure the payment) to the Security Agent no later than the Total Loss Settlement Date the aggregate of:

the Loan computed as of the Total Loss Date;

interest accrued on the Loan as of the Total Loss Date;

all other amounts owed to the Finance Parties pursuant to the Finance Documents (including without limitation all amounts payable by the Borrower pursuant to Clause 9 (Broken Funding Indemnity)) as at the Total Loss Date; and

any cost, expense, loss or liability suffered or properly incurred in connection with collecting the insurance proceeds or with determining whether any Total Loss has occurred in accordance with the terms of the Finance Documents;

For the avoidance of doubt, all amounts referred to in this Clause 24.4 (Total Loss) if paid after the Total Loss Settlement Date shall bear interest at the Default Rate from the Total Loss Settlement Date until the date of actual payment.

Notwithstanding the occurrence of a Total Loss and until the release of the Security Documents in respect of the Vessel, as provided for below, or until the abandonment of the Vessel to the insurers, the Borrower shall (in the case of a constructive, compromised, agreed or arranged Total Loss) remain in exclusive possession of the Vessel and will assume all risks in connection therewith. In the event of the Vessel becoming a wreck or obstruction to navigation, the Borrower shall indemnify each Finance Party against any duly evidenced costs, expenses, losses and liabilities suffered or properly incurred by such Finance Party as a consequence thereof, other than any such costs, expenses, losses or liabilities resulting from the gross negligence or wilful misconduct of such Finance Party.

Release of Security

WAR - REQUISITION FOR HIRE

Acts of War

The Borrower shall not employ the Vessel, or suffer its employment, in any territory where Acts of War are occurring and shall at all times remain exclusively responsible for all consequences resulting from any Acts of War which may affect the Vessel or any part thereof and shall take all actions necessary in order to ensure the safety of the Vessel, the crew and the passengers.

If Acts of War occur in a country in which the Vessel is to call, or in the country under whose flag the Vessel is operated which poses a material risk to the Vessel or the crew, the Borrower shall remove the Vessel without delay (if the Vessel is not already in a safe port or safe waters) to safety.

Notwithstanding paragraphs (a) and (b) above, the Borrower shall have the right to operate the Vessel in a territory where Acts of War are occurring, provided that the Borrower’s war risk insurers have confirmed to the Borrower and upon its request to the Security Agent that the Vessel is held covered under the Insurances for the voyage(s) in question.

Requisitions for Hire

Continuance of Obligations

EVENTS OF DEFAULT

Non-payment

The Borrower does not pay on the due date any amount of principal required to be paid under this Agreement;

The Borrower does not pay on the due date any other amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless (i) if such failure to pay is attributable solely to a Disruption Event, payment is made within five (5) Business Days of its due date and (ii) in all other cases, payment is made within three (3) Business Days of its due date.

Financial Covenants

Illegality, etc.

Amendment of Transaction Documents

Failure to Insure or Failure to Pay Premium

At any time any of the Insurances ceases to be in full force and effect for any reason (it being acknowledged that the fact that the Security Agent shall have taken out insurances relating to the Vessel pursuant to Clause 23.5 (Facility Agent’s Right to Insure) shall not prevent an Event of Default under this Clause 26.5 (Failure to Insure or Failure to Pay Premium) from being deemed to have occurred and being continuing).

Without prejudice to paragraph (a) above, if at any time the Borrower fails to pay any insurance premium under the Insurances unless such premium is paid within ten (10) Business Days of the Borrower having received written notice of such failure.

Breach of other Insurance Obligations

Other Obligations

An Obligor or the Leasing Company does not comply with any provision of the Finance Documents (other than those referred to in Clause 26.1 (Non-payment), Clause 26.2 (Financial Covenants), Clause 26.5 (Failure to Insure or Failure to Pay Premium), Clause 26.6 (Breach of other Insurance Obligations) and Clause 26.15 (Applicable Laws, Maintenance of Vessel, etc.) in respect of which the terms of the relevant Clause shall apply).

No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within twenty (20) Business Days of the earlier of (A) the Facility Agent or the Security Agent giving notice to the Borrower and (B) the relevant Obligor becoming aware of the failure to comply.

Misrepresentation

Borrower Cross Default or Cross Acceleration

Any Indebtedness of the Borrower is not paid when due nor within any originally applicable grace period.

Any Indebtedness of the Borrower is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

Any commitment for any Indebtedness of the Borrower is cancelled or suspended by a creditor of the Borrower as a result of an event of default (however described).

Any creditor of the Borrower becomes entitled to declare any Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described).

No Event of Default will occur under this Clause 26.9 (Borrower Cross Default or Cross Acceleration) if the aggregate amount of Indebtedness or commitment for Indebtedness of the Borrower falling within paragraphs (a) to (d) above is less than one million Dollars (USD 1,000,000) (or its equivalent in any other currency or currencies).

Guarantor Cross Acceleration

Any Indebtedness of the Guarantor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

No Event of Default will occur under this Clause 26.10 (Guarantor Cross Acceleration) if the aggregate amount of Indebtedness of the Guarantor falling within paragraph (a) above is less than ten million Dollars (USD 10,000,000) (or its equivalent in any other currency or currencies).

Arrest

Insolvency

An Obligor, the Leasing Company (for so long as it is the owner of the Vessel), the Owner (for so long as it is the owner of the Vessel) or JRM Norway (or any Affiliate of JRM Norway that becomes a successor Shareholder by duly executing an Accession Deed) is unable or admits inability to pay its debts as they fall due, suspends making payments generally on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with its creditors generally with a view to rescheduling its indebtedness.

The value of the assets of any Obligor, the Leasing Company (for so long as it is the owner of the Vessel), the Owner (for so long as it is the owner of the Vessel) or JRM Norway (or any Affiliate of JRM Norway that becomes a successor Shareholder by duly executing an Accession Deed) is less than its liabilities (taking into account contingent and prospective liabilities).

A moratorium is declared in respect of any indebtedness of any Obligor or JRM Norway (or any Affiliate of JRM Norway that becomes a successor Shareholder by duly executing an Accession Deed).

Insolvency Proceedings

the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor, the Leasing Company (for so long as it is the owner of the Vessel) or JRM Norway (or any Affiliate of JRM Norway that becomes a successor Shareholder by duly executing an Accession Deed);

a composition, compromise, assignment or arrangement with any creditor of any Obligor, the Leasing Company (for so long as it is the owner of the Vessel) or JRM Norway (or any Affiliate of JRM Norway that becomes a successor Shareholder by duly executing an Accession Deed) with respect to any material obligation of such person;

the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Obligor, the Leasing Company (for so long as it is the owner of the Vessel) or JRM Norway (or any Affiliate of JRM Norway that becomes a successor Shareholder by duly executing an Accession Deed) or any of the Borrower’s assets or all or a substantial part of the assets of the Guarantor or, for so long as it is the owner of the Vessel, the Leasing Company; or

enforcement of any Encumbrance over all or a substantial part of the assets of any Obligor, the Leasing Company (for so long as it is the owner of the Vessel) or JRM Norway (or any Affiliate of JRM Norway that becomes a successor Shareholder by duly executing an Accession Deed);

Cessation of Business

Applicable Laws, Maintenance of Vessel, etc.

The Borrower fails to comply in any material respect with any of its obligations in Clause 22.1 (Applicable Laws), Clause 22.5 (Maintenance) or Clause 22.6 (Technical Records, Logs and Authorisation).

No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within twenty (20) Business Days of the earlier of (A) the Facility Agent or the Security Agent giving notice to the Borrower and (B) the relevant Obligor becoming aware of the failure to comply.

Registration

Judgements

Change of Control

Remedies

cancel all or any part of the Total Commitments whereupon they shall immediately be cancelled;

declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;

declare that all or part of the Loan be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders;

proceed by appropriate court action to enforce performance by the Borrower of the applicable covenants and provisions of this Agreement and/or to recover damages for the breach thereof;

instruct the Security Agent to proceed with the enforcement of all or any of the Security Documents;

demand that the Borrower immediately cease to operate the Vessel;

exercise any and all rights, remedies, powers and discretions available to the Finance Parties under the Finance Documents and/or Applicable Law; and/or

terminate this Agreement.

CHANGES TO THE LENDERS

Assignments and Transfers by the Lenders

assign any of its rights; or

transfer by novation any of its rights and obligations,

Conditions of Assignment or Transfer

The consent of the Guarantor is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or unless an Event of Default has occurred and is continuing.

The consent of the Guarantor to an assignment or transfer must not be unreasonably withheld or delayed. The Guarantor will be deemed to have given its consent ten (10) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Guarantor within that time.

The prior written consents of CESCE and ICO are required for an assignment or transfer by an Existing Lender.

Any partial assignments (other than to another Lender or to an Affiliate of a Lender), must be for a minimum amount of five million Dollars (USD 5,000,000) unless otherwise agreed by the Borrower and the Facility Agent.

An assignment will only be effective on:

receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and

performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender.

A transfer will only be effective if the procedure set out in Clause 27.5 (Procedure for Transfer) is complied with.

If:

a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or a Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs),

Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Assignment or Transfer Fee

Limitation of Responsibility of Existing Lenders

Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the CESCE Policy, the ▇▇▇▇ or any other documents;

the financial condition of any Obligor;

the performance and observance by any Obligor of its obligations under the Transaction Documents or any other documents; or

the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document, the CESCE Policy, the ▇▇▇▇ or any other document,

Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Transaction Document, the CESCE Policy and the ▇▇▇▇; and

will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

Nothing in any Finance Document obliges an Existing Lender to:

accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 27 (Changes to the Lenders); or

support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

Procedure for Transfer

Subject to the conditions set out in Clause 27.2 (Conditions of Assignment or Transfer) a transfer is effected in accordance with

paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

On the Transfer Date:

to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents, each Obligor on the one hand and the Existing Lender on the other hand shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);

each Obligor on the one hand and the New Lender on the other hand shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Obligors and the New Lender have assumed and/or acquired the same in place of the Obligors and the Existing Lender;

the Facility Agent, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

the New Lender shall become a Party as a “Lender”.

Procedure for Assignment

Subject to the conditions set out in Clause 27.2 (Conditions of Assignment or Transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to

paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

On the Transfer Date:

the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement;

the Existing Lender will be released by the Obligors and the other Finance Parties from the obligations owed by it (the “Relevant Obligations”) and expressed to be the subject of the release in the Assignment Agreement; and

the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.

Lenders may utilise procedures other than those set out in this Clause 27.6 (Procedure for Assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor, CESCE and ICO or unless in accordance with Clause 27.5 (Procedure for Transfer), to obtain a release by such Obligor from the obligations owed to it by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 27.2 (Conditions of Assignment or Transfer).

Copy of Transfer Certificate or Assignment Agreement to Borrower

Security over Lenders’ rights

any charge, assignment or other Security to secure obligations to a federal reserve, central bank or state owned (directly or indirectly) financial institution; and

in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

release the relevant Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for such Lender as a party to any of the Finance Documents; or

require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

CHANGES TO THE BORROWER

Assignments and Transfer by the Borrower

THE ADMINISTRATIVE PARTIES

Appointment of the Facility Agent

Each Finance Party (other than the Facility Agent) hereby appoints the Facility Agent and authorises the Facility Agent to act as its agent under and in connection with the Finance Documents.

Each Finance Party (other than the Facility Agent) irrevocably authorises the Facility Agent to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

The Facility Agent hereby accepts its appointment pursuant to this Clause 29.1 (Appointment of the Facility Agent).

Appointment of the Security Agent

Each Finance Party (other than the Security Agent) hereby and pursuant to the Security Agent Power appoints the Security Agent and authorises the Security Agent to act as its agent to execute, hold, administer and enforce the Finance Parties’ rights under the Security Documents on its behalf and on behalf of the other Finance Parties in accordance with the terms hereof.

Each Finance Party (other than the Security Agent) hereby and pursuant to the Security Agent Power irrevocably authorises, empowers and directs the Security Agent to take such action on its behalf under the provisions of this Agreement and any other Finance Documents and to exercise such rights, powers and discretions hereunder and thereunder as are specifically delegated to the Security Agent hereunder and thereunder and such rights, powers and discretions as are reasonably incidental thereto.

The Security Agent hereby accepts its appointment pursuant to this Clause 29.2 (Appointment of the Security Agent) and the Security Agent Power.

Appointment of the ECA Coordinator

Each Finance Party (other than the ECA Coordinator) hereby appoints the ECA Coordinator and authorises the ECA Coordinator to act as its agent and coordinator with respect to CESCE and ICO and under and in connection with the CESCE Policy and the ▇▇▇▇.

Each Finance Party (other than the ECA Coordinator) irrevocably authorises the ECA Coordinator to exercise the rights, powers, authorities and discretions specifically given to the ECA Coordinator under or in connection with the Finance Documents, the CESCE Policy and the ▇▇▇▇ together with any other incidental rights, powers, authorities and discretions.

The ECA Coordinator hereby accepts its appointment pursuant to this Clause 29.3 (Appointment of the ECA Coordinator).

Duties of the Facility Agent

Subject to paragraph (b) below, the Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.

Without prejudice to Clause 27.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower), paragraph (a) above shall not apply to any Transfer Certificate or to any Assignment Agreement.

Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

If the Facility Agent receives notice from another Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Lenders.

If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party under this Agreement it shall promptly notify the Borrower and the relevant Finance Parties.

The Facility Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

Duties of the Security Agent

The Security Agent shall act in accordance with any instructions from the Facility Agent given in accordance with the terms of this Agreement in respect of this Agreement or any of the other Finance Documents, provided that it has been indemnified and/or provided with security to its satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages, expenses and liabilities which it may incur by so doing.

The Security Agent shall not amend, vary or supplement the terms of any of the Finance Documents to which it is a party without the prior written consent of the Facility Agent.

Each Finance Party hereby acknowledges and agrees that it shall have no entitlement to make any claim or to take any action whatsoever under or in connection with the Finance Parties’ rights under the Security Documents except through the Security Agent and that all of the rights of the Finance Parties under the Security Documents shall only be exercised by the Security Agent.

Duties of the ECA Coordinator

The ECA Coordinator shall execute and deliver for and on behalf of the Finance Parties all documents that are necessary or desirable in connection with the CESCE Policy and the ▇▇▇▇ and each Finance Party shall be bound by the terms and conditions of the CESCE Policy and the ▇▇▇▇ as if it had executed and delivered such agreement for and in its own name.